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What changed in O-I Glass, Inc. /DE/'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of O-I Glass, Inc. /DE/'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+318 added−329 removedSource: 10-K (2024-02-14) vs 10-K (2023-02-08)

Top changes in O-I Glass, Inc. /DE/'s 2023 10-K

318 paragraphs added · 329 removed · 254 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

45 edited+2 added−13 removed53 unchanged
Biggest changeInitial MAGMA expansion plans will be focused in the U.S. to support the Company’s customers in the spirits and distribution business starting with the MAGMA facility that is being constructed in Bowling Green, Kentucky. ​ MAGMA development is proceeding well, yet progress is slower than originally anticipated due to the same macro challenges.
Biggest changeConstruction of the first greenfield facility began in 2023 in Bowling Green, Kentucky with a single MAGMA manufacturing line, with additional lines planned. Initial MAGMA expansion plans will be focused in the U.S. to support the Company’s customers in the spirits and distribution business.
As part of this commitment, the Company has expanded its sustainability initiatives and set additional sustainability targets, including targets for increasing the use of recycled glass in its manufacturing process, reducing water consumption and waste, reducing energy consumption and carbon dioxide equivalent (“CO 2 ”) emissions, increasing the use of renewable energy, and improving its total recordable incident rates.
As part of this commitment, the Company has expanded its sustainability initiatives and set additional sustainability targets, including targets for increasing the use of recycled glass in its manufacturing process, reducing water consumption and waste, reducing energy consumption and carbon dioxide (“CO 2 ”) equivalent emissions, increasing the use of renewable energy, and improving its total recordable incident rates.
The Company’s largest customers consist mainly of the leading global food and beverage manufacturers, including (in alphabetical order) Anheuser- Busch InBev, Brown Forman, Carlsberg, Coca-Cola, Constellation, Diageo, Heineken, Molson Coors, Nestle, PepsiCo and Pernod Ricard. The Company sells most of its glass container products directly to customers under annual or multi-year supply agreements.
The Company’s largest customers consist mainly of the leading global food and beverage manufacturers, including (in alphabetical order) Anheuser- Busch InBev, Brown Forman, Carlsberg, Coca-Cola, Constellation, Heineken, Molson Coors, Nestle, PepsiCo and Pernod Ricard. The Company sells most of its glass container products directly to customers under annual or multi-year supply agreements.
For a further discussion of the effects of sustainability, climate change and ESG on the Company’s business, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Workplace Safety In the U.S., the Company is subject to various state and federal regulatory agencies, such as the Occupational Safety and Health Administration (OSHA), that assure safe and healthy working conditions by 7 Table of Contents setting and enforcing standards and by providing training, outreach, education and assistance.
For a further discussion of the effects of sustainability, climate change and ESG on the Company’s business, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Workplace Safety In the U.S., the Company is subject to various state and federal regulatory agencies, such as the Occupational Safety and Health Administration (OSHA), that assure safe and healthy working conditions by setting and enforcing standards and by providing training, outreach, education and assistance.
Some specific examples of steps taken by the Company to advance sustainability and ESG issues include: assigning responsibility for ESG and sustainability oversight to the Nominating/Corporate Governance Committee of the Company’s Board of Directors, appointing a Chief Sustainability Officer who reports to the Chief Executive Officer, establishing a Global Sustainability Leadership Team, obtaining validation of the Company’s near-term emissions reduction target from the Science-Based Target initiative (SBTi), increasing the use of renewable energy, lowering emissions, investing in sustainable manufacturing technology and container design, using green bond financing and working with governments and other organizations to establish and financially support recycling initiatives.
Some specific examples of steps taken by the Company to advance sustainability and ESG issues include: assigning responsibility for ESG and sustainability oversight to the Nominating/Corporate Governance Committee of the Company’s Board of Directors, appointing a Chief Sustainability Officer who reports to the Chief Executive Officer, establishing a Global Sustainability Leadership Team, obtaining validation of the Company’s near-term emissions reduction target from the Science-Based Target initiative (“SBTi”), increasing the use of renewable energy, lowering emissions, investing in more sustainable manufacturing technology and container design, using green bond financing and working with governments and other organizations to establish and financially support recycling initiatives.
As of December 31, 2022, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
As of December 31, 2023, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
Although there is no clear trend, the Company believes these legal and regulatory activities have the potential to materially impact the price and supply of recycled glass. As a large user of recycled glass for making new glass containers, the Company has an interest in laws and regulations impacting the supply of such material in its markets.
Although there is no clear trend, the Company believes these legal and regulatory activities have the potential to significantly impact the price and supply of recycled glass. As a large user of recycled glass for making new glass containers, the Company has an interest in laws and regulations impacting the supply of such material in its markets.
Its goal is to profitably grow the business and create value for our customers, share owners, suppliers, employees, society, and the planet.
Its goal is to profitably grow the business and create value for its customers, share owners, suppliers, employees, society, and the planet.
ITEM 1. BUSINESS General Development of Business O-I Glass, Inc., a Delaware corporation (the “Company”), through its subsidiaries, is the successor to a business established in 1903. The Company is one of the leading manufacturers of glass containers in the world with 69 glass manufacturing plants in 19 countries.
ITEM 1. BUSINESS General Development of Business O-I Glass, Inc., a Delaware corporation (the “Company”), through its subsidiaries, is the successor to a business established in 1903. The Company is one of the leading manufacturers of glass containers in the world with 68 glass manufacturing plants in 19 countries.
Name and Age Position Andres A. Lopez (60) ​ Chief Executive Officer since January 2016; President, Glass Containers and Chief Operating Officer 2015; Vice President and President of O-I Americas 2014–2015; Vice President and President of O-I South America 2009–2014; Vice President of Global Manufacturing and Engineering 2006 – 2009. ​ Darrow A.
Name and Age Position Andres A. Lopez (61) ​ Chief Executive Officer since January 2016; President, Glass Containers and Chief Operating Officer 2015; Vice President and President of O-I Americas 2014–2015; Vice President and President of O-I South America 2009–2014; Vice President of Global Manufacturing and Engineering 2006 – 2009. ​ Darrow A.
Corporate Modernization and Paddock’s Chapter 11 Filing On December 26 and 27, 2019, the Company implemented the Corporate Modernization pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 26, 2019, among O-I, O-I Glass and Paddock Enterprises, LLC (“Paddock”).
Corporate Modernization and Paddock’s Chapter 11 Filing On December 26 and 27, 2019, the Company implemented the Corporate Modernization pursuant to the Agreement and Plan of Merger, dated as of December 26, 2019, among O-I, O-I Glass and Paddock Enterprises, LLC (“Paddock”).
The Company will realize its vision and goal by achieving its five strategic ambitions including: ​ ● To profitably grow the top line through effective innovation, marketing, and commercialization and excel at serving current customers by significantly improving the customer experience; aligning its activity with customers’ needs and market dynamics; improving quality and flexibility; elevating innovation and new product development; improving its environmental profile; advocating and marketing glass; advancing end-to-end supply chain capabilities, processes, and talent; and enabling profitable growth; ​ ● To be cost competitive by elevating year-over-year productivity across the business by ensuring asset stability and total systems cost management; elevating factory performance, efficiency, and profitability; leveraging automation and improving quality; cultivating concepts that extend current or create new competitive advantages; and focusing on continuous improvement across all aspects of the business; ​ ● To disrupt current industry dynamics by creating a new paradigm with MAGMA by leveraging innovation and developing breakthrough technology; commercializing MAGMA; and enabling the full value chain for glass; ​ ● To become the most sustainable rigid packaging producer by repositioning its Environmental, Social and Governance (ESG) profile, improving its environmental performance; increasing recycling; and actively communicating and advocating for glass packaging; ​ ● To be a simple, agile, diverse, inclusive, and performance-based organization energized by engaged employees by elevating organizational focus; driving performance, culture, and engagement of its people; developing talent; strengthening diversity and inclusion in the work place; and embedding flexibility to follow market needs and changes. ​ Reportable Segments Historically, the Company had three reportable segments based on its geographic locations: Americas, Europe and Asia Pacific.
The Company will realize its vision and goal by achieving its five strategic ambitions including: ​ ● To profitably grow the top line through effective innovation, marketing, and commercialization and excel at serving current customers by significantly improving the customer experience; aligning its activity with customers’ needs and market dynamics; improving quality and flexibility; elevating innovation and new product development; improving its environmental profile; advocating and marketing glass; advancing end-to-end supply chain capabilities, processes, and talent; and enabling profitable growth; ​ ● To be cost competitive by elevating year-over-year productivity across the business by ensuring asset stability and total systems cost management; elevating factory performance, efficiency, and profitability; leveraging automation and improving quality; cultivating concepts that extend current or create new competitive advantages; and focusing on continuous improvement across all aspects of the business; ​ ● To disrupt current industry dynamics by creating a new paradigm with MAGMA by leveraging innovation and developing breakthrough technology; commercializing MAGMA; and enabling the full value chain for glass; ​ ● To become the most sustainable rigid packaging producer by repositioning its Environmental, Social and Governance (ESG) profile, improving its environmental performance; increasing recycling; and actively communicating and advocating for glass packaging; ​ ● To be a simple, agile, diverse, inclusive, and performance-based organization energized by engaged employees by elevating organizational focus; driving performance, culture, and engagement of its people; developing talent; strengthening diversity and inclusion in the workplace; and embedding flexibility to follow market needs and changes. ​ Reportable Segments The Company has two reportable segments based on its geographic locations: Americas and Europe.
The Company is unable to predict what climate-change or environmental legal requirements may be adopted in the future, although is aware that the trend is for more restrictive environmental and climate-related legislation to be introduced.
The Company is unable to predict what climate-change or environmental legal requirements may be adopted in the future, although it is aware that the trend is for more restrictive environmental and climate-related legislation and regulation to be introduced.
The Company’s worldwide operations, in addition to other companies within the industry, are subject to extensive laws, ordinances, regulations and other legal requirements relating to environmental protection, including legal requirements governing investigation and clean-up of contaminated properties, as well as water discharges, air emissions, waste management and workplace health and safety.
The Company’s worldwide operations, in addition to other companies within the industry, are subject to extensive laws, ordinances, regulations and other legal requirements relating to environmental protection, including legal requirements governing investigation and clean-up of contaminated properties, as well as water 5 Table of Contents discharges, air emissions, waste management and workplace health and safety.
This new melting technology is also focused on the ability of these assets to be more easily turned on and off or adjusted based on seasonality, address sustainability issues and transition opportunities for lower-carbon intensity of manufacturing processes, and meet customer demands.
The new glass manufacturing technology is also focused on the ability of these assets to be more easily turned on and off or adjusted based on seasonality, address sustainability issues and transition opportunities for lower-carbon intensity of manufacturing processes, and meet customer demands.
Should the regulators significantly restrict the total number of emissions allowances available in the market, or significantly reduce the number of allowances freely allocated to the Company’s EU plants, or if the price of such allowances increases significantly, it could have a material effect on the Company’s financial condition and results.
Should the regulators significantly restrict the total number of emissions allowances available in the market, or significantly reduce the number of allowances freely allocated to the 6 Table of Contents Company’s EU plants, or if the price of such allowances increases significantly, it could have a material effect on the Company’s financial condition and results.
The Company has approximately 24,000 employees and 69 plants spread across 19 countries. The Company’s core values of safety and well-being; diversity, equity and inclusion; passion; accountability; and agility drive its behaviors. Led by its people’s knowledge and ambition, the Company is innovating to meet its customers’ ever-evolving needs to help build their brands and become valued partners.
The Company has approximately 23,000 employees and 68 plants spread across 19 countries. The Company’s core values of safety and well-being; diversity, equity and inclusion; passion; accountability; and agility drive its behaviors. Led by its people’s knowledge and ambition, the Company is innovating to meet its customers’ ever-evolving needs to help build their brands and become valued partners.
Shipments in North America and Europe are typically greater in the second and third quarters of the year, while shipments in Latin America are typically greater in the third and fourth quarters of the year. ​ Manufacturing The Company has 69 glass manufacturing plants.
Shipments in North America and Europe are typically greater in the second and third quarters of the year, while shipments in Latin America are typically greater in the third and fourth quarters of the year. Manufacturing The Company has 68 glass manufacturing plants.
The information on the Company’s website is not part of this or any other report that the Company files with, or furnishes to, the SEC. ​ Information About our Executive Officers In the following table, the Company sets forth certain information regarding those persons currently serving as executive officers of O-I Glass, Inc. as of February 8, 2023.
The information on the Company’s website is not part of this or any other report that the Company files with, or furnishes to, the SEC. 8 Table of Contents Information About our Executive Officers In the following table, the Company sets forth certain information regarding those persons currently serving as executive officers of O-I Glass, Inc. as of February 14, 2024.
The structure and enforcement of such laws and regulations may impact the sales of the Company’s 6 Table of Contents glass containers in a given jurisdiction. Such laws and regulations also impact the availability of post-consumer recycled glass for the Company to use in container production.
The structure and enforcement of such laws and regulations may impact the sales of the Company’s glass containers in a given jurisdiction. Such laws and regulations also impact the availability of post-consumer recycled glass for the Company to use in container production.
Haudrich (55) ​ Senior Vice President and Chief Financial Officer since April 2019; Senior Vice President and Chief Strategy and Integration Officer 2015 – 2019; Vice President and Acting Chief Financial Officer 2015; Vice President Finance and Corporate Controller 2011 – 2015; Vice President of Investor Relations 2009 – 2011. ​ Vitaliano Torno (64) ​ President, Business Operations and O-I Europe since July 2020; President, O-I Europe 2016–2020; Managing Director, O-I Europe 2015; Vice President, European countries 2013 – 2015; Vice President, Marketing and sales, Europe 2010 – 2013. ​ ​ ​ 9 Table of Contents
Haudrich (56) ​ Senior Vice President and Chief Financial Officer since April 2019; Senior Vice President and Chief Strategy and Integration Officer 2015 – 2019; Vice President and Acting Chief Financial Officer 2015; Vice President Finance and Corporate Controller 2011 – 2015; Vice President of Investor Relations 2009 – 2011. ​ Vitaliano Torno (65) ​ Senior Vice President,Global Business Operations, and President of O-I Europe since July 2020; President, O-I Europe 2016–2020; Managing Director, O-I Europe 2015; Vice President, European countries 2013 – 2015; Vice President, Marketing and sales, Europe 2010 – 2013. ​ ​ ​ 9 Table of Contents
Abrahams (49) ​ Senior Vice President, General Counsel and Corporate Secretary since September 2020; Deputy General Counsel April 2020 – August 2020; Associate General Counsel, Dispute Resolution 2017 – 2020; Assistant General Counsel, Litigation 2015 – 2017; Senior Litigator 2012 – 2015. ​ Arnaud Aujouannet (53) ​ Senior Vice President and Chief Sales and Marketing Officer since October 2017; Vice President of Sales and Marketing, Europe 2015 – 2017.
Abrahams (50) ​ Senior Vice President, General Counsel and Corporate Secretary since September 2020; Deputy General Counsel April 2020 – August 2020; Associate General Counsel, Dispute Resolution 2017 – 2020; Assistant General Counsel, Litigation 2015 – 2017; Senior Litigator 2012 – 2015. ​ Arnaud Aujouannet (54) ​ Senior Vice President and Chief Sales and Marketing Officer since October 2017; Vice President of Sales and Marketing, Europe 2015 – 2017.
The Company continually monitors its operations in relation to material climate-change risks and environmental impact, has set environmental and climate-related goals and invests in environmentally friendly and emissions-reducing projects.
The Company continually monitors its operations in relation to significant climate-change risks and environmental impact, has set environmental and climate-related goals and invests in environmentally sound and emissions-reducing projects.
The Company competes directly with Verallia in Brazil, and does not believe that it competes with any other large, multinational glass container manufacturers in the rest of the region. Europe.
The Company competes directly with Verallia and Vidrala-Vidroporto in Brazil and Orora Group in Mexico and does not believe that it competes with any other large, multinational glass container manufacturers in the rest of the region. Europe.
The principal glass container competitors in the U.S. are the Ardagh Group and Anchor Glass Container. Imports from China, Mexico, Taiwan and other countries also compete in U.S. glass container segments. Additionally, there are several major consumer packaged goods companies that self- manufacture glass containers.
Imports from China, Mexico, Taiwan and other countries also compete in U.S. glass container segments. Additionally, there are several major consumer packaged goods companies that self- manufacture glass containers.
The Company is unable to predict the impact of future environmental legal requirements on its results of operations or cash flows. In Europe, the European Union Emissions Trading Scheme (“EUETS”) is a regulatory regime that facilitates emissions reductions in the EU.
The Company is unable to predict the impact of future environmental legal requirements on its results of operations or cash flows. In Europe, the EUETS is a regulatory regime that facilitates emissions reductions in the EU.
Gen 3 development should be completed in mid-2024 with a line expected to be added to the Bowling Green facility in 2025. ​ The Company holds a large number of patents related to a wide variety of products and processes and has a substantial number of patent applications pending. ​ Sustainability/ESG and Workplace Safety The Company is committed to sustainability and ESG issues, including striving to reduce the impact its products and operations have on the environment and increase positive impacts.
The Company holds a large number of patents related to a wide variety of products and processes and has a substantial number of patent applications pending. Sustainability/ESG and Workplace Safety The Company is committed to sustainability and ESG issues, including striving to reduce the impact its products and operations have on the environment and increase positive impacts.
The Company has the leading share of the glass container segment of the U.S. rigid packaging market, based on sales revenue by domestic producers. In South America and Mexico, the Company maintains a diversified portfolio serving several markets, including alcoholic beverages (beer, wine and spirits), non-alcoholic beverages and food, as well as a large infrastructure for returnable/refillable glass containers.
In South America and Mexico, the Company maintains a diversified portfolio serving several markets, including alcoholic beverages (beer, wine and spirits), non-alcoholic beverages and food, as well as a large infrastructure for returnable/refillable glass containers. The principal glass container competitors in the U.S. are the Ardagh Group and Anchor Glass Container.
These plants primarily produce glass containers for the alcoholic beverages (beer, wine and spirits), non-alcoholic beverages and food markets in these countries. The Company also has interests in two joint ventures that manufacture glass containers in Italy.
These plants primarily produce glass containers for the alcoholic beverages (beer, wine and spirits), non-alcoholic beverages and food markets in these countries. The Company also has interests in two joint ventures that manufacture glass containers in Italy. Throughout Europe, the Company competes directly with a variety of glass container manufacturers including Verallia, Ardagh Group, Vetropack, Vidrala and BA Vidro.
In the Americas’ businesses in South America and Mexico, there is a combination of fixed price contracts, as well as energy pricing linked to variable commodities pricing.
In the Americas’ businesses in South America and Mexico, there is a combination of fixed price contracts, as well as energy pricing linked to variable commodities pricing. Also, in these countries, customer contracts generally allow for annual price adjustments for inflation, variability in energy costs, and foreign currency variation.
To facilitate talent attraction and retention, the Company seeks to provide a safe, inclusive, diverse, motivating and collaborative work environment with opportunities for its employees to grow and develop in their careers, supports employees through strong compensation, benefits and health and wellness programs, and identifies programs that strive to build connections between its employees and their communities.
To facilitate talent attraction and retention, the Company seeks to provide a safe, inclusive, diverse, motivating and collaborative work environment with opportunities for its employees to grow and develop in their careers, supports employees through strong compensation, benefits and health and wellness programs, and identifies programs that strive to build connections between its employees and their communities. 7 Table of Contents The Company is committed to a culture of respect and integrity and believes it is better when its workforce reflects the diversity of the world it serves, leading to a broader range of perspectives that may yield superior decisions and outcomes.
Generation 2 (“Gen 2”) will add new production capabilities, such as a flexible batch system, improved forming technology, and modular inspection and packaging equipment, representing a complete end-to-end integrated production system. The piloting of key components is already in progress and the Company expects Gen 2 to be ready for deployment in 2023.
Generation 2 (“Gen 2”) added new production capabilities, such as a flexible batch system, improved forming technology, digitalization technology and automation equipment, representing a complete end-to-end integrated production system. The piloting of key components was demonstrated to be deployment ready in 2022, with continued development in 2023.
The Company manufactures glass containers in a wide range of sizes, shapes and colors and is active in new product development and glass container innovation. Customers In most of the countries where the Company competes, it has the leading position in the glass container segment of the rigid packaging market based on sales volume.
Customers In most of the countries where the Company competes, it has the leading position in the glass container segment of the rigid packaging market based on sales volume.
These efforts, combined with its values and behaviors, advances the Company’s ambition to be a simple, agile, and performance-based organization energized by diverse, engaged employees. ​ 8 Table of Contents Available Information The Company’s website is www.o-i.com.
The Company operates as one enterprise and believes that it prioritizes boundaryless leadership and sound decision making, and that it operates with one plan, delivering customer-centric results. These efforts, combined with its values and behaviors, advances the Company’s ambition to be a simple, agile, and performance-based organization energized by diverse, engaged employees. Available Information The Company’s website is www.o-i.com.
The principal competitors producing metal containers include Ardagh Group, Ball Corporation, Crown Holdings, Inc., CANPACK and Silgan Holdings Inc. The principal competitors producing plastic containers include Amcor, Consolidated Container Holdings, LLC, Plastipak Packaging, Inc. and Silgan Holdings Inc. The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches, aseptic cartons and bag-in-box containers.
The principal competitors producing metal containers include Ardagh Group, Ball Corporation, Crown Holdings, Inc., CANPACK and Silgan Holdings Inc. The principal competitors producing plastic containers include Amcor, Consolidated Container Holdings, LLC, Plastipak Packaging, Inc. and Silgan Holdings Inc.
The Company has 33 glass container manufacturing plants in the Americas region located in Brazil, Canada, Colombia, Ecuador, Mexico, Peru and the U.S. and interests in three joint ventures that manufacture glass containers. Also, the Company has a distribution facility in the U.S. used to import glass containers from its business in Mexico.
Sales and Markets The Company’s principal markets for glass container products are in the Americas and Europe. Americas. The Company has 32 glass container manufacturing plants in the Americas region located in Brazil, Canada, Colombia, Ecuador, Mexico, Peru and the U.S. and interests in three joint ventures that manufacture glass containers.
These three reportable segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations.
These two reportable segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations. Products and Services The Company produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine.
For more information, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change.” ​ Research, Development and Engineering Research, development and engineering constitute important parts of the Company’s technical and sustainability activities. The Company’s research and development activities are conducted principally at its corporate facilities in Perrysburg, Ohio.
For the year ended December 31, 2023, the Company recognized approximately $1 million of expense related to the purchase of RECs. For more information, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change.” Research, Development and Engineering Research, development and engineering constitute important parts of the Company’s technical and sustainability activities.
The Company seeks to provide products and services to customers ranging from large multinationals to small local breweries and wineries in a way that creates a competitive advantage for the Company.
The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches, aseptic cartons and bag-in-box containers. 3 Table of Contents The Company seeks to provide products and services to customers ranging from large multinationals to small local breweries and wineries in a way that creates a competitive advantage for the Company.
Overall, the Company is pleased with its progress on Gen 3 as many of the key elements are in place and the invention of other capabilities is going well. The Company expects Gen 3 will be available for deployment in 2025. In 2022, unprecedented macro challenges have impacted these original plans.
Overall, the Company continues to make progress on Gen 3 as many of the key elements are in place and the invention of other capabilities also continues to progress. The Company expects Gen 3 will be available for deployment in 2026.
The Company primarily focuses on advancements in the areas of product innovation, manufacturing process control, melting technology, automatic inspection, light-weighting and further automation of manufacturing activities. The Company has increased its focus on advancing melting technology with investments in modular glass melting furnaces.
The Company’s research and development activities are conducted principally at its corporate facilities in Perrysburg, Ohio. The Company primarily focuses on advancements in the areas of 4 Table of Contents product innovation, manufacturing process control, melting technology, automatic inspection, light-weighting and further automation of manufacturing activities.
The Company’s investments in this new technology, known as the MAGMA program, seek to reduce the amount of capital required to install, rebuild and operate its furnaces.
The Company has increased its focus on advancing melting technology, fining technology, raw material delivery technology, and forming technology with investments in modular glass melting furnaces, among other technologies. The Company’s investments in these new technologies, known as the MAGMA program, seek to reduce the amount of capital required to install, rebuild and operate its glass manufacturing lines.
Also, in these countries, customer contracts generally allow for annual price adjustments for inflation, variability in energy costs, and foreign currency variation. 4 Table of Contents In Europe, the Company enters into long-term contracts for a significant amount of its energy requirements. These contracts have terms that range from one to five years.
In Europe, the Company enters into long-term contracts for a significant amount of its energy requirements. These contracts have terms that range from one to five years. The Company is also exploring various energy efficiency initiatives as well as the use of renewable energy and alternative lower-carbon fuels.
While the Company cannot predict precisely how these efforts may impact its operations, the Company anticipates purchasing renewable electricity certificates (“RECs”) to meet at least a portion of these obligations. For the year ended December 31, 2022, the Company recognized approximately $2 million of expense related to the purchase of RECs.
The Company has set a goal of 40% renewable electricity use and a reduction of total energy consumption by 9% (2017 baseline) by 2030. While the Company cannot predict precisely how these efforts may impact its operations, the Company anticipates purchasing renewable electricity certificates (“RECs”) to meet at least a portion of these obligations.
Products and Services The Company produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine. The Company also produces glass packaging for a variety of food items, soft drinks, teas, juices and pharmaceuticals.
The Company also produces glass packaging for a variety of food items, soft drinks, teas, juices 2 Table of Contents and pharmaceuticals. The Company manufactures glass containers in a wide range of sizes, shapes and colors and is active in new product development and glass container innovation.
Removed
O n July 31, 2020, the Company completed the sale of its Australia and New Zealand (“ANZ”) businesses, which comprised the majority of its businesses in the Asia Pacific region (approximately 85% of net sales in that region for the full year 2019), to Visy Industries Holdings Pty Ltd. (“Visy”).
Added
Also, the Company has a distribution facility in the U.S. used to import glass containers from its business in Mexico. The Company has the leading share of the glass container segment of the U.S. rigid packaging market, based on sales revenue by domestic producers.
Removed
After the sale of the ANZ businesses, the remaining businesses in the Asia Pacific region do not meet the criteria of an individually 2 Table of Contents reportable segment. Thus, after 2020, the Company no longer reports results for the Asia Pacific reportable segment.
Added
While the Company believes diversity, equity and inclusion are important to its long-term value and performance, it recognizes the importance of pursuing so in legally sound manners. Diversity, equity and inclusion efforts are part of the Company’s legal compliance considerations, and the Company is committed to only considering legally compliant methods for advancing these efforts.
Removed
For the year ended December 31, 2020, the results for the Asia Pacific reportable segment reflect only the results of the ANZ businesses. The sales and operating results of the other businesses that historically comprised the Asia Pacific segment, and that have been retained by the Company, have been reclassified to Other sales and Retained corporate costs and other, respectively.
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Sales and Markets The Company’s principal markets for glass container products are in the Americas and Europe with select operations remaining in the Asia Pacific region after the sale of its ANZ businesses. Americas.
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Throughout Europe, the Company competes directly with a variety of glass container manufacturers including Verallia, Ardagh Group, Vetropack, Vidrala and BA Vidro. 3 Table of Contents Asia Pacific. After 2020, t he Company no longer reports results for the Asia Pacific reportable segment due to the sale of most of this segment.
Removed
O n July 31, 2020, the Company completed the sale of its ANZ businesses, which comprised the majority of its businesses in the Asia Pacific region (approximately 85% of net sales in that region for the full year 2019), to Visy.
Removed
After the sale of the ANZ businesses, the remaining businesses in the Asia Pacific region, which consist of two plants and a joint venture, do not meet the criteria of an individually reportable segment.
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The Company is also exploring various energy efficiency initiatives as well as the use of renewable energy and alternative lower-carbon fuels. The Company has set a goal of 40% renewable electricity use and a reduction of total energy consumption by 9% (2017 baseline) by 2030.
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The Company is experiencing delays of 6 to 12 months as it contends with significant supply chain lags, cost inflation, labor availability issues as well as COVID-related disruptions. In particular, high steel and cement prices and supply chain lags are hampering larger scale greenfield expansion – whether with legacy or early MAGMA generation technology.
Removed
As a result, the Company is focusing its R&D and engineering resources on two MAGMA greenfield lines in the U.S. rather than a larger number of sites based on early generation MAGMA technology.
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This will help accelerate development of its Gen 3 solution which includes the full suite of MAGMA 5 Table of Contents capabilities that are best positioned to address key market opportunities. The Company expects to complete development of its Gen 2 solution by mid-2023 which will be the basis of its new Bowling Green facility.
Removed
The Company is committed to a culture of respect and integrity and believes it is better when its workforce reflects the diversity of the world it serves, leading to a broader range of perspectives that may yield superior decisions and outcomes.
Removed
The Company operates as one enterprise, and believes that it prioritizes boundaryless leadership and sound decision making, and that it operates with one plan, delivering customer-centric results.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

64 edited+13 added−9 removed102 unchanged
Biggest changeThe global credit, financial and economic environment could have a material adverse effect on operations, including the following: ● Downturns in the business or financial condition of any of the Company’s customers or suppliers could result in a loss of revenues or a disruption in the supply of raw materials; ● Unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, could negatively affect consumer demand for the Company’s products; ● Cost inflation could negatively impact the Company’s costs for energy, labor, materials and services, and impact the Company’s profitability if increased costs are not fully passed on to customers through increased prices of the Company’s products; ● Tightening of credit in financial markets or increasing interest rates could reduce the Company’s ability, as well as the ability of the Company’s customers and suppliers, to obtain future financing; ● Volatile market performance could affect the fair value of the Company’s pension assets and liabilities, potentially requiring the Company to make significant additional contributions to its pension plans to maintain prescribed funding levels; ● The deterioration of any of the lending parties under the Company’s revolving credit facility or the creditworthiness of the counterparties to the Company’s derivative transactions could result in such parties’ failure to satisfy their obligations under their arrangements with the Company; and ● A significant weakening of the Company’s financial position or results of operations could result in noncompliance with the covenants under the Company’s indebtedness. ● The current conflict between Russia and Ukraine, as well as any further actions by Russia or other countries relating to this conflict, and related economic sanctions imposed on Russia by other countries may further impact the global credit, financial and economic environment.
Biggest changeFor example, the current conflicts between Russia and Ukraine and Hamas and Israel, 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 and economic environment, which could have a material adverse effect on the Company’s operations, including the following: ● Downturns in the business or financial condition of any of the Company’s customers or suppliers could result in a loss of revenues or a disruption in the supply of raw materials; ● Unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, could negatively affect consumer demand for the Company’s products; ● Cost inflation could negatively impact the Company’s costs for energy, labor, materials and services, and impact the Company’s profitability if increased costs are not fully passed on to customers through increased prices of the Company’s products; ● Tightening of credit in financial markets or increasing interest rates could reduce the Company’s ability, as well as the ability of the Company’s customers and suppliers, to obtain future financing; ● Volatile market performance could affect the fair value of the Company’s pension assets and liabilities, potentially requiring the Company to make significant additional contributions to its pension plans to maintain prescribed funding levels; ● The deterioration of any of the lending parties under the Company’s revolving credit facility or the creditworthiness of the counterparties to the Company’s derivative transactions could result in such parties’ failure to satisfy their obligations under their arrangements with the Company; and ● A significant weakening of the Company’s financial position or results of operations could result in noncompliance with the covenants under the Company’s indebtedness.
An increase in the underfunded status of the plans could result in an increase in the Company’s obligation to make contributions to the plans, thereby reducing the cash available for working capital and other corporate uses, and may have an adverse impact on the Company’s operations, financial condition and liquidity. ​ Risks Related to Information Technology, Cybersecurity and Data Privacy Information Technology—Failure or disruption of the Company’s information technology, or those of third parties, could have a material adverse effect on its business and the results of operations.
An increase in the underfunded status of the plans could result in an increase in the Company’s obligation to make contributions to the plans, thereby reducing the cash available for working capital and other corporate uses, and may have an adverse impact on the Company’s operations, financial condition and liquidity. ​ Risks Related to Information Technology, Cybersecurity and Data Privacy Information Technology—Failure or disruption of the Company’s information technology, or those of third parties, could have a material adverse effect on its business and results of operations.
Additionally, the Company may elect to not disclose against certain, or any, such frameworks, whether due to cost or other reasons, and the selection of certain frameworks over others may harm the Company’s reputation with stakeholders that prefer unselected standards or otherwise adversely impact its operations.
Additionally, the Company may elect to not disclose against certain, or any, such frameworks or methodologies, whether due to cost or other reasons, and the selection of certain frameworks over others may harm the Company’s reputation with stakeholders that prefer unselected standards or otherwise adversely impact its operations.
Such acquisitions are subject to various risks and uncertainties, including: the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which may be located in diverse geographic regions) and achieve expected synergies; the potential disruption of existing business and diversion of management’s attention from day-to-day operations; the inability to maintain uniform standards, controls, procedures and policies; the need or obligation to divest portions of the acquired companies; the 14 Table of Contents potential impairment of relationships with customers; the potential failure to identify material problems and liabilities during due diligence review of acquisition targets; the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses; and the challenges associated with operating in new geographic regions.
Such acquisitions are subject to various risks and uncertainties, including: the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which may be located in diverse geographic regions) and achieve expected synergies; the potential disruption of existing business and diversion of management’s attention from day-to- day operations; the inability to maintain uniform standards, controls, procedures and policies; the need or obligation to divest portions of the acquired companies; the potential impairment of relationships with customers; the potential failure to identify material problems and liabilities during due diligence review of acquisition targets; the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses; and the challenges associated with operating in new geographic regions.
As with any IT system, the Company’s IT system and any third-party system on which the Company relies are vulnerable to failure and a variety of interruptions due to events, including, but not limited to, natural disasters, terrorist attacks, war, power outages, fire, sabotage, equipment failures, cybersecurity vulnerabilities, and cyber-related attacks or computer crimes (e.g., ransomware and distributed denial-of-service attacks).
As with any IT system, the Company’s IT system and any third-party system on which the Company relies are vulnerable to failure and a variety of interruptions due to events, including, but not limited to, natural disasters, terrorist attacks, war, power outages, fire, sabotage, equipment failures, known and unknown cybersecurity vulnerabilities, and cyber-related attacks or computer crimes (e.g., ransomware and distributed denial-of-service attacks).
As of December 31, 2022, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
As of December 31, 2023, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
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. ​ The Company’s capital expenditure plans have evolved amid ongoing supply chain challenges, and additional supply chain disruptions could cause the Company to reduce or delay capital expenditures planned for replacements, improvements and expansions, which may include additional delays in the development of the Company’s MAGMA program. ​ Operational Disruptions—Profitability could be affected by unanticipated operational disruptions.
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. ​ The Company’s capital expenditure plans have evolved amid ongoing supply chain challenges, and additional supply chain disruptions could cause the Company to reduce or delay capital expenditures planned for replacements, improvements and expansions, which may include additional delays in the development of the Company’s MAGMA program. ​ 12 Table of Contents Operational Disruptions—Profitability could be affected by unanticipated operational disruptions.
From time to time, the Company creates and publishes voluntary disclosures regarding ESG matters. Identification, assessment, and disclosure of such matters is complex. Certain statements in such voluntary disclosures may be based on the Company’s expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances.
From time to time, the Company creates and publishes voluntary disclosures regarding ESG matters. Identification, assessment, and disclosure of such matters is complex. Certain statements in such voluntary disclosures may be based on the Company’s expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances, and may ultimately be incorrect.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions, government-mandated curtailments or government-imposed allocations, or other adverse repercussions on Russian-sourced energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions, government-mandated curtailments or government-imposed allocations, 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.
Competitive pressures could adversely affect the Company’s financial health. The Company is subject to significant competition from other glass container producers, as well as from makers of alternative forms of packaging, such as aluminum cans and plastic containers.
Competition—The Company faces intense competition from other glass container producers, as well as from makers of alternative forms of packaging. Competitive pressures could adversely affect the Company’s financial health. The Company is subject to significant competition from other glass container producers, as well as from makers of alternative forms of packaging, such as aluminum cans and plastic containers.
To comply with the rules imposed by the GDPR, CCPA, CPRA and other applicable data protection legislation, the Company may be required to put in place additional mechanisms which could adversely affect its business, financial condition, results of operations and cash flows. Risks Related to the Company’s Indebtedness Substantial Leverage—The Company’s indebtedness could adversely affect the Company’s financial health.
To comply with the rules imposed by the GDPR, CCPA, CPRA and other applicable data protection legislation, the Company may be required to put in place additional mechanisms which could adversely affect its business, financial condition, results of operations and cash flows. 16 Table of Contents Risks Related to the Company’s Indebtedness Substantial Leverage—The Company’s indebtedness could adversely affect the Company’s financial health.
Although the Company takes reasonable efforts to comply with all applicable laws and 16 Table of Contents regulations, there can be no assurance that the Company will not be subject to regulatory action, including fines and litigation (including class actions), in the event of a statutory violation or security incident.
Although the Company takes reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that the Company will not be subject to regulatory action, including fines and litigation (including class actions), in the event of a statutory violation or security incident.
Foreign Corrupt Practices Act that prohibits companies and their intermediaries from engaging in bribery or other prohibited payments to foreign officials for the purposes of obtaining or retaining business or gaining an unfair business advantage and requires companies to maintain 18 Table of Contents accurate books and records and effective internal controls.
Foreign Corrupt Practices Act that prohibits companies and their intermediaries from engaging in bribery or other prohibited payments to foreign officials for the purposes of obtaining or retaining business or gaining an unfair business advantage and requires companies to maintain accurate books and records and effective internal controls.
During times of a strengthening U.S. dollar, the reported revenues and earnings of the Company’s international operations will be reduced because the local currencies will translate into fewer U.S. dollars. This could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
During times of a strengthening U.S. dollar, the reported revenues and earnings of the Company’s international operations will be reduced because the local currencies will translate into fewer U.S. 18 Table of Contents dollars. This could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
Although there is no clear trend in the direction of these various activities, the Company believes these legal and regulatory activities have the potential to materially impact the price and 20 Table of Contents supply of recycled glass. The structure and enforcement of such laws and regulations may impact the sales of glass containers in a given jurisdiction.
Although there is no clear trend in the direction of these various activities, the Company believes these legal and regulatory activities have the potential to materially impact the price and supply of recycled glass. The structure and enforcement of such laws and regulations may impact the sales of glass containers in a given jurisdiction.
In addition, in 2023, the California Privacy Rights Act (the “CPRA”) will expand upon the CCPA creating additional compliance obligations around user choice, data subject rights, and transparency, among others. Other states in the U.S. have also been proposing and enacting laws similar to the CCPA/CPRA.
In addition, in 2023, the California Privacy Rights Act (the “CPRA”) expanded upon the CCPA, creating additional compliance obligations around user choice, data subject rights, and transparency, among others. Other states in the U.S. have also been proposing and enacting laws similar to the CCPA/CPRA.
Shipments in North America and Europe are typically greater in the second and third quarters of the year, while shipments in South America are typically greater in the third and fourth quarters of the year. Unseasonably 13 Table of Contents cool weather during peak demand periods can reduce demand for certain beverages packaged in the Company’s containers.
Shipments in North America and Europe are typically greater in the second and third quarters of the year, while shipments in South America are typically greater in the third and fourth quarters of the year. Unseasonably cool weather during peak demand periods can reduce demand for certain beverages packaged in the Company’s containers.
Any failure or perceived failure to pursue or fulfill the Company’s ESG-related initiatives, stakeholder expectations, or to satisfy various reporting standards could adversely impact its reputation or business activities. Such ESG matters may also impact the Company’s suppliers and customers, which may compound or cause new impacts on its business, results of operations, or financial condition. ​
Any failure or perceived failure to pursue or fulfill the Company’s ESG-related initiatives, stakeholder expectations, or to satisfy various reporting standards could adversely impact its reputation, business activities or competitive advantage. Such ESG matters may also impact the Company’s suppliers and customers, which may compound or cause new impacts on its business, results of operations, or financial condition. ITEM 1B.
Future changes in the cost of capital, expected cash flows, or other factors may cause the Company’s goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment.
Future changes in 14 Table of Contents the cost of capital, expected cash flows, or other factors may cause the Company’s goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment.
If the Company is unable to generate sufficient cash flow and is unable to refinance or extend outstanding borrowings on commercially reasonable terms or at all, it may have to reduce or delay capital expenditures planned for replacements, improvements and expansions, sell assets, restructure debt, and/or obtain additional debt or equity 17 Table of Contents financing.
If the Company is unable to generate sufficient cash flow and is unable to refinance or extend outstanding borrowings on commercially reasonable terms or at all, it may have to reduce or delay capital expenditures planned for replacements, improvements and expansions, sell assets, restructure debt, and/or obtain additional debt or equity financing.
Any substantial changes in domestic or international corporate tax policies, regulations or guidance, enforcement activities or legislative initiatives may materially adversely affect the Company. Environmental Risks—The Company is subject to various environmental legal requirements and may be subject to new legal requirements in the future. These requirements may have a material adverse effect on operations.
Any substantial changes in domestic or international corporate tax policies, regulations or guidance, enforcement activities or legislative initiatives may materially adversely affect the Company. 19 Table of Contents Environmental Risks—The Company is subject to various environmental legal requirements and may be subject to new legal requirements in the future. These requirements may have a material adverse effect on operations.
If the EC determines that a tax ruling or tax regime violates the state aid restrictions, the tax authorities of the affected EU member state may be required to 19 Table of Contents collect back taxes for the period of time covered by the ruling.
If the EC determines that a tax ruling or tax regime violates the state aid restrictions, the tax authorities of the affected EU member state may be required to collect back taxes for the period of time covered by the ruling.
For more information, see the risk factor titled “ESG Scrutiny—Increased environmental, social and governance (ESG) scrutiny and changing expectations from stakeholders may impose additional costs or additional risks.” The Company experiences a variety of impacts due to weather-related events, including severe weather and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological patterns, across its 69 manufacturing facilities in 19 different countries.
For more information, see the risk factor titled “ESG Scrutiny—Increased environmental, social and governance (ESG) scrutiny and changing expectations from stakeholders may impose additional costs or additional risks.” 21 Table of Contents The Company experiences a variety of impacts due to weather-related events, including severe weather and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological and hydrological patterns, across its 68 manufacturing facilities in 19 different countries.
It is currently proposed that allocation of allowances will be phased out after 2026. In the Americas, the U.S., Mexico, and Canada have engaged in significant legislative, regulatory, and enforcement activities relating to greenhouse gas (“GHG”) emissions for years at the federal, state and provincial levels of government.
It is currently proposed that allocation of allowances will be phased out after 2026. In the Americas, the U.S., Mexico, and Canada have engaged in significant legislative, regulatory, and enforcement activities relating to GHG emissions for years at the federal, state and provincial levels of government.
In addition, the Company cannot make assurances that the integration and consolidation of newly acquired businesses will achieve any anticipated cost savings and operating synergies. Goodwill—A significant write-down of goodwill would have a material adverse effect on the Company’s reported results of operations and net worth. Goodwill at December 31, 2022 totaled $1.81 billion, representing approximately 20% of total assets.
In addition, the Company cannot make assurances that the integration and consolidation of newly acquired businesses will achieve any anticipated cost savings and operating synergies. Goodwill—A significant write-down of goodwill would have a material adverse effect on the Company’s reported results of operations and net worth. Goodwill at December 31, 2023 totaled $1.47 billion, representing approximately 15% of total assets.
The secured credit agreement, the indentures governing the senior notes, and certain of the agreements governing other indebtedness contain affirmative and negative covenants that limit the ability of the Company to take certain actions.
The secured credit agreement, the indentures governing the senior notes, and certain of the agreements governing other indebtedness contain affirmative and negative covenants that limit the ability of the Company to 17 Table of Contents take certain actions.
In the U.S., the Environmental Protection Agency (the “EPA”) regulates emissions of GHG air pollutants under the Clean Air Act, which grants the EPA authority to establish limits for certain air pollutants and to require compliance, levy penalties and bring civil judicial action against violators.
In the U.S., the EPA regulates emissions of GHG air pollutants under the Clean Air Act, which grants the EPA authority to establish limits for certain air pollutants and to require compliance, levy penalties and bring civil judicial action against violators.
The Company is party to a number of collective bargaining agreements with labor unions, which at December 31, 2022 covered approximately 73% of the Company’s employees directly associated with its operations in the U.S. and Canada.
The Company is party to a number of collective bargaining agreements with labor unions, which at December 31, 2023 covered approximately 72% of the Company’s employees directly associated with its operations in the U.S. and Canada.
The Company’s operations, projects and growth opportunities require it to have strong relationships with various key stakeholders, including its 22 Table of Contents shareowners, employees, suppliers, customers, local communities and others.
The Company’s operations, projects and growth opportunities require it to have strong relationships with various key stakeholders, including its shareowners, employees, suppliers, customers, local communities and others.
The principal collective bargaining agreement, which at December 31, 2022 covered approximately 74% of the Company’s union-affiliated employees in the U.S. and Canada, will expire on March 31, 2025. Approximately 84% of employees in South America and Mexico are covered by collective bargaining agreements. The collective bargaining agreements in South America and Mexico have varying terms and expiration dates.
The principal collective bargaining agreement, which at December 31, 2023 covered approximately 71% of the Company’s union-affiliated employees in the U.S. and Canada, will expire on March 31, 2025. Approximately 83% of employees in South America and Mexico are covered by collective bargaining agreements. The collective bargaining agreements in South America and Mexico have varying terms and expiration dates.
Although prior cyberattacks have not been material, future attacks may have a material adverse effect on the Company’s business operations, reputation and financial results.
Although prior cyberattacks have not been material, future attacks 15 Table of Contents may have a material adverse effect on the Company’s business operations, reputation and financial results.
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, acts of terrorism, hostilities or wars (such as the continued conflict between Russia and Ukraine), natural disasters, public health issues, such as the COVID-19 global pandemic, industrial accidents, inflation, and other business interruptions.
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 between Russia and Ukraine and Hamas and Israel), natural disasters, public health issues, such as a pandemic, industrial accidents, inflation, and other business interruptions.
The Company has a significant amount of debt. As of December 31, 2022 and December 31, 2021, the Company had approximately $4.7 billion and $4.8 billion of total debt outstanding, respectively.
The Company has a significant amount of debt. As of December 31, 2023 and December 31, 2022, the Company had approximately $4.9 billion and $4.7 billion of total debt outstanding, respectively.
The Company is implementing its MAGMA program using a multi-generation development roadmap, which will include various 12 Table of Contents deployment risks and will require the discovery of additional inventions through 2025.
The Company is implementing its MAGMA program using a multi-generation development roadmap, which will include various deployment risks and will require the discovery of additional inventions through 2026.
Due principally to the seasonal nature of the consumption of beer and other beverages, for which demand is stronger during the summer months, sales of the Company’s products have varied and are expected to vary by quarter.
Seasonality—Profitability could be affected by varied seasonal demands. Due principally to the seasonal nature of the consumption of beer and other beverages, for which demand is stronger during the summer months, sales of the Company’s products have varied and are expected to vary by quarter.
The Company operates manufacturing and other facilities throughout the world. Net sales from non-U.S. operations totaled approximately $4.9 billion, representing approximately 72% of the Company’s net sales for the year ended December 31, 2022. Operations outside the U.S. that accounted for 10% or more of consolidated net sales from continuing operations in 2022 were in France, Italy and Mexico.
The Company operates manufacturing and other facilities throughout the world. Net sales from non-U.S. operations totaled approximately $5.3 billion, representing approximately 74% of the Company’s net sales for the year ended December 31, 2023. Operations outside the U.S. that accounted for 10% or more of consolidated net sales from continuing operations in 2023 were in France, Italy and Mexico.
Energy Costs or Availability—Higher energy costs worldwide and interrupted power supplies, including as a result of the current conflict between Russia and Ukraine, may have a material adverse effect on the Company’s consolidated assets or operations.
Energy Costs or Availability—Higher energy costs worldwide and interrupted power supplies, including as a result of the current conflicts between Russia and Ukraine and Hamas and Israel and any escalation of these conflicts, may have a material adverse effect on the Company’s consolidated assets or operations.
If short-term interest rates increase, the Company’s debt service cost will increase because some of its debt is subject to short-term variable interest rates. At December 31, 2022, the Company’s debt, including interest rate swaps, that is subject to variable interest rates represented approximately 48% of total debt.
If short-term interest rates increase, the Company’s debt service cost will increase because some of its debt is subject to short-term variable interest rates. At December 31, 2023, the Company’s debt that is subject to variable interest rates represented approximately 30% of total debt.
If the Company’s joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans, which could have a material adverse effect on the Company’s financial condition and results of operations.
If the Company’s joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans, which could have a material adverse effect on the Company’s financial condition and results of operations. 13 Table of Contents Labor—Some of the Company’s employees are unionized or represented by workers’ councils, and its business could be affected by labor shortages and labor cost increases.
Focus areas include a Minimum Tax Directive including a global minimum tax of 15%, and base erosion and profit shifting, including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.
Focus areas include a Minimum Tax Directive including a global minimum tax of 15%, and base erosion and profit shifting, including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. On December 15, 2022, EU member states unanimously adopted the OECD Minimum Tax Directive.
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 conflict between Russia and Ukraine, 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.
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 between Russia and Ukraine and Hamas and Israel 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. 10 Table of Contents For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility.
Because many of the Company’s products are used to package consumer goods, the Company’s sales and profitability could be negatively impacted by changes in consumer preferences for those products.
Because many of the Company’s products are used to package consumer goods, the Company’s sales and profitability have been, and could continue to be, negatively impacted by changes in consumer preferences for those products, as well as changes in customer inventory management practices.
Lower Demand Levels—Changes in consumer preferences may have a material adverse effect on the Company’s financial results. Changes in consumer preferences for the food and beverages they consume can reduce demand for the Company’s products.
Lower Demand Levels—Changes in consumer preferences or customer inventory management practices could have a material adverse effect on the Company’s financial results. Changes in consumer preferences for the food and beverages they consume or changes in customer inventory management practices have reduced and may continue to reduce demand for the Company’s products.
In addition, the Company is a 50% partner in a joint venture in Mexico.
In addition, the Company is a 50% partner in joint ventures in Italy and Mexico.
For example, the SEC has published proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which 21 Table of Contents may require the Company to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on the Company’s management and Board of Directors.
For example, various policymakers, including the SEC and the States of New York, California and Illinois, have adopted or are considering adopting rules that would require companies to provide significantly expanded climate-related disclosures, which may require the Company to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on the Company’s management and Board of Directors.
As a result of any of the foregoing types of events, the Company may suffer material adverse effects on its reputation, financial condition, results of operations and cash flows. 15 Table of Contents Cybersecurity and Data Privacy—Security incidents affecting the Company or its third-party service providers could disrupt the Company’s business operations, result in the loss of critical and confidential information, and have a material adverse effect on its business, reputation and results of operations.
Cybersecurity and Data Privacy—Security incidents affecting the Company or its third-party service providers could disrupt the Company’s business operations, result in the loss of critical and confidential information, and have a material adverse effect on its business, reputation and results of operations.
In addition, an increase in labor costs, strikes or other work stoppages, disruptions at the Company’s facilities or other labor disruptions could adversely affect its operations and increase expenses. The COVID-19 pandemic has caused an overall tightened and increasingly competitive labor market.
In addition, an increase in labor costs, strikes or other work stoppages, disruptions at the Company’s facilities or other labor disruptions could adversely affect its operations and increase expenses.
As a large user of recycled glass for making new glass containers, developments regarding recycling and recycled-content laws and regulations could have a significant long-term impact on the Company’s operations that are affected by such regulations and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and the ability to meet climate-change-related targets or goals.
As a large user of recycled glass for making new glass containers, developments regarding recycling and recycled-content laws and regulations could have a significant long-term impact on the Company’s operations that are affected by such regulations and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and the ability to meet climate-change-related targets or goals. 20 Table of Contents Climate Change and Air Emissions—The Company’s business, ability to meet climate-change goals, and transition to lower-carbon processes may be impacted by new, changed, or increased regulations or requirements relating to air emissions and the use of fossil fuels, or by the physical impacts of climate change.
A number of governments globally are increasingly considering a variety of mandatory legal or regulatory requirements or voluntary initiatives in relation to climate-change or environmental issues. Additionally, entities across many sectors in private industry are considering and introducing climate change and environmental criteria as a factor or commercial term in decisions relating to activities, including lending, insurance, investing, and purchasing.
Additionally, entities across many sectors in private industry are considering and introducing climate change and environmental criteria as a factor or commercial term in decisions relating to activities, including lending, insurance, investing, and purchasing.
These shortages, as well as material volatility in the cost of any of the principal raw materials that the Company uses, may have a material adverse effect on operations. In addition, the Company purchases its soda ash raw materials in U.S. dollars in South America and Mexico.
These shortages, as well as material volatility in the cost of any of the principal raw materials that the Company uses, may have a material adverse effect on operations.
If the Company is unable to continue to improve this glass melting technology through research and development or licensing of new technology, the Company may not be able to remain competitive with other packaging manufacturers.
If the Company is unable to continue to improve this glass melting technology through research and development or licensing of new technology, the Company may not be able to remain competitive with other packaging manufacturers. As a result, its business, financial condition, results of operations or ability to transition to lower carbon operations could be adversely affected.
As a result, its business, financial condition, results of operations or ability to transition to lower carbon operations could be adversely affected. ​ 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.
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.
These legal requirements may apply to conditions at properties that the Company presently or formerly owned or operated, as well as at other properties for which the Company may be responsible, including those at which wastes attributable to the Company were disposed.
These legal requirements may apply to conditions at properties that the Company presently or formerly owned or operated, as well as at other properties for which the Company may be responsible, including those at which wastes attributable to the Company were disposed, and certain such laws may impose liability on the Company without regard to fault or the legality of actions (including the characterization of materials) at the time of occurrence.
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 10 Table of Contents European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia.
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.
Customer Consolidation—The continuing consolidation of the Company’s customer base may intensify pricing pressures and have a material adverse effect on operations. Many of the Company’s largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company’s business with its largest customers.
Many of the Company’s largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company’s business with its largest customers.
The amount the Company is required to contribute to these plans is determined by the laws and regulations governing each plan, and is generally related to the funded status of the plans.
The Company contributed $32 million, $26 million and $84 million to its defined benefit pension plans in 2023, 2022 and 2021, respectively. The amount the Company is required to contribute to these plans is determined by the laws and regulations governing each plan and is generally related to the funded status of the plans.
Glass Recycling, Deposit Return Systems, Extended Producer Responsibility and Recycled Content Requirements—The Company’s business and its ability to meet climate-change goals may be impacted by recycling and recycled-content laws and regulations.
Glass Recycling, Deposit Return Systems, Extended Producer Responsibility and Recycled Content Requirements—The Company’s business and its ability to meet climate-change goals may be impacted by recycling and recycled-content laws and regulations. In the U.S., Canada, Europe and elsewhere, government authorities have adopted, modified, or are considering recycling and recycled-content laws and regulations, including EPR and DRS frameworks.
Examples of changes in consumer preferences include, but are not limited to, lower sales of major domestic beer brands and shifts from beer to wine or spirits that results in the use of fewer glass containers. In periods of lower demand, the Company’s sales and production levels may decrease causing a material adverse effect on the Company’s profitability.
Examples of such changes include, but are not limited to, lower sales of major domestic beer brands, shifts from beer to wine or spirits that results in the use of fewer glass containers and customer destocking to adjust inventory management practices. In periods of lower demand or when customers are destocking, the Company’s sales and production levels have decreased.
Member states of the OECD are continuing discussions related to fundamental changes to the taxing rights of governments and allocation of profits among tax jurisdictions in which companies do business.
The application of the Directive in national legislation by OECD member states could have a material adverse impact on the net income and cash flow of the Company. Member states of the OECD are continuing discussions related to fundamental changes to the taxing rights of governments and allocation of profits among tax jurisdictions in which companies do business.
Security measures deployed by the Company and third parties may not adequately anticipate, identify, detect, investigate or prevent certain cyberattacks or security incidents, including due to the increasing use by attackers of tools and techniques that are designed to circumvent controls, avoid detection, obfuscate or remove forensic evidence and that evade counter-measures, and any such incidents could result in transactional errors, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), litigation (including class action) or regulatory investigations and fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
A significant attack or incident could result in transactional errors, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), litigation (including class action) or regulatory investigations and fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Given fluctuations in foreign currency exchange rates, this may cause these regions to experience inflationary or deflationary impacts to their raw material costs. Seasonality—Profitability could be affected by varied seasonal demands.
Given fluctuations in foreign currency exchange rates, this may cause these regions to experience inflationary or deflationary impacts to their raw material costs. Transportation — Profitability could be affected by the availability and cost of transportation for the Company’s products. The Company relies primarily on third parties for transportation of its products to customers.
In addition, the Company’s business continuity or disaster recovery plans may not effectively and timely resolve issues resulting from a cyberattack or other disruption.
In addition, the Company’s business continuity or disaster recovery plans may not effectively and timely resolve issues resulting from a cyberattack or other disruption. As a result of any of the foregoing types of events, the Company may suffer material adverse effects on its reputation, financial condition, results of operations and cash flows.
Pension Funding—An increase in the underfunded status of the Company’s pension plans could adversely impact the Company’s operations, financial condition and liquidity. The Company contributed $26 million, $84 million and $103 million to its defined benefit pension plans in 2022, 2021 and 2020, respectively.
Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition. Pension Funding—An increase in the underfunded status of the Company’s pension plans could adversely impact the Company’s operations, financial condition and liquidity.
If a significant write down is required, the charge would have a material adverse effect on the Company’s reported results of operations and net worth.
If a significant write down is required, the charge would have a material adverse effect on the Company’s reported results of operations and net worth. For example, the Company recorded a non-cash impairment charge of $445 million in the fourth quarter of 2023, which was equal to the remaining goodwill balance on North America’s reporting unit.
Removed
COVID-19—The COVID-19 pandemic has resulted, and may likely continue to result in material adverse effects on the Company's business, financial position, liquidity, results of operations and cash flows. ​ The COVID-19 pandemic, and the various governmental, industry and consumer actions related thereto, have had, and may likely continue to have, negative impacts on the Company's business.
Added
The global credit, financial and economic environment can be negatively impacted by numerous events or occurrences, including political events, trade disputes, acts of terrorism, hostilities or wars, natural disasters and public health issues, such as a pandemic.
Removed
These impacts include, without limitation, significant volatility or decreases in the demand for the Company's products, changes in customer and consumer behavior and preferences, disruptions in or closures of the Company's manufacturing operations or those of its customers and suppliers, disruptions within the Company's supply chain, limitations on the Company's employees' ability to work and travel, potential financial difficulties of customers and suppliers, significant changes in economic or political conditions, and related financial and commodity volatility, including volatility in raw material and other input costs. ​ In addition, future changes in the Company's cost of capital, expected cash flows, or other factors as a result of the above may cause the Company's long-lived assets, including goodwill, to be impaired, resulting in a non-cash charge against results of operations to write down long-lived assets including goodwill for the amount of the impairment. ​ The COVID-19 pandemic may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K, such as those relating to the Company's ability to service its indebtedness; the restrictions placed on the Company under its existing indebtedness; fluctuations in foreign exchange rates; international operations; changes in consumer demand; the global economic environment; operational disruptions; the availability and cost of raw materials; joint ventures; cybersecurity and data privacy; and goodwill; among others. ​ The degree to which the COVID-19 pandemic and related actions will ultimately impact the Company's business, financial position, liquidity, results of operations and cash flows will depend on factors that are beyond its control, highly uncertain and cannot be predicted, including, but not limited to, the continued spread, duration and severity of the COVID-19 pandemic; the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks after the initial outbreak has subsided; the actions taken by the U.S. and foreign governments to contain the COVID-19 pandemic, address its impact or respond to the reduction in global and local economic activity; the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event; the impact of the developments described above on the 11 Table of Contents Company’s customers and suppliers; and how quickly and to what extent normal economic and operating conditions can resume. ​ Competition—The Company faces intense competition from other glass container producers, as well as from makers of alternative forms of packaging.
Added
For example, during 2023, the Company experienced elevated inventory destocking across the value chain, especially related to wine, spirits and beer customers, and softer consumer consumption activity, which 11 Table of Contents negatively impacted the Company’s glass container shipments.
Removed
Labor —Some of the Company’s employees are unionized or represented by workers’ councils, and its business could be affected by labor shortages and labor cost increases.
Added
The occurrence of any of the foregoing could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. Customer Consolidation—The continuing consolidation of the Company’s customer base may intensify pricing pressures and have a material adverse effect on operations.
Removed
For example, the Company recorded a non-cash impairment charge of $595 million in the third quarter of 2019, which was equal to the excess of the North American reporting unit's carrying value over its fair value.
Added
Separately, to the extent any policymakers adopt regulations mandating wider usage of cullet in glass manufacturing, there may be increased demand for available supplies, which may require the Company to incur additional costs. In addition, the Company purchases its soda ash raw materials in U.S. dollars in South America and Mexico.
Removed
The goodwill related to the North America reporting unit remains the reporting unit that has the greatest risk of future impairment charges given the difference (13%) between the business enterprise value and carrying value of this reporting unit as of October 1, 2022.
Added
Strikes, slowdowns, transportation disruptions, natural disasters, impacts of potential future changes in climate change regulations or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service or sea freight, decreases in the availability of vessels or increases in fuel prices, could increase the Company's costs and disrupt its operations and ability to serve its customers on a timely or cost-effective basis.
Removed
On December 15, 2022, EU member states unanimously adopted the OECD Minimum Tax Directive with a target date of December 31, 2023 to incorporate the Directive into national legislation. The application of the Directive in national legislation by OECD member states could have a material adverse impact on the net income and cash flow of the Company.
Added
If the Company’s projected future cash flows were lower, or if the assumed weighted average cost of capital were higher, the testing performed in the fourth quarter of 2023 may have indicated an impairment of the goodwill related to the Company’s two other reporting units.
Removed
Further, many jurisdictions have passed legislation, and may pass additional legislation, intended to address the economic burdens of COVID-19 and to fund economic recovery and growth. This could include opportunities to increase tax revenues collected from local corporations through legislation or more aggressive tax audit enforcement.
Added
The Company faces evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of its IT Systems and information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations and vulnerabilities in software or hardware.
Removed
In the U.S., Canada, Europe and elsewhere, government authorities have adopted, modified, or are considering recycling and recycled-content laws and regulations, including Extended Producer Responsibility (“EPR”) and deposit-return system (“DRS”) frameworks.
Added
There can be no assurance that the Company’s or any critical third party’s cybersecurity risk management program and processes, including its policies, controls or processes, will be fully implemented, complied with or effective to adequately anticipate, identify, detect, investigate or prevent certain cyberattacks or security incidents, including due to the increasing use by attackers of tools and techniques – such as artificial intelligence - that are designed to circumvent controls, avoid detection, obfuscate or remove forensic evidence and that evade counter-measures.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAmericas Operations Brazil ​ ​ Recife ​ Sao Paulo Rio de Janeiro ​ Vitoria de Santo Antao ​ ​ ​ Canada ​ ​ Brampton, Ontario(1) ​ Montreal, Quebec ​ Colombia ​ ​ Soacha ​ Zipaquira ​ ​ ​ Ecuador ​ ​ Guayaquil ​ ​ ​ ​ ​ Mexico ​ ​ Guadalajara ​ Tlanepantla Estado de Mexico Monterrey ​ Toluca Queretaro ​ Tultitlan Estado de Mexico ​ ​ Peru ​ ​ Callao ​ Lurin ​ ​ ​ United States ​ ​ Auburn, NY ​ Portland, OR Brockway, PA ​ Streator, IL Crenshaw, PA ​ Toano, VA Danville, VA ​ Tracy, CA Kalama, WA(1) ​ Waco, TX Lapel, IN ​ Windsor, CO Los Angeles, CA(1) ​ Winston-Salem, NC Muskogee, OK ​ Zanesville, OH ​ ​ ​ European Operations ​ ​ Czech Republic ​ ​ Dubi ​ Nove Sedlo ​ ​ ​ Estonia ​ ​ Jarvakandi ​ ​ ​ ​ ​ France ​ ​ Beziers ​ Vayres Gironcourt ​ Veauche Labegude ​ Vergeze Puy-Guillaume ​ Wingles Reims ​ ​ ​ ​ ​ Germany ​ ​ Bernsdorf ​ Rinteln Holzminden ​ ​ ​ ​ ​ 24 Table of Contents Hungary ​ ​ Oroshaza ​ ​ ​ ​ ​ Italy ​ ​ Aprilia ​ Origgio Asti ​ Ottaviano Bari ​ San Gemini Marsala ​ San Polo Mezzocorona ​ Villotta ​ ​ ​ The Netherlands ​ ​ Leerdam ​ Maastricht ​ ​ ​ Poland ​ ​ Jaroslaw ​ Poznan ​ ​ ​ Spain ​ ​ Barcelona(1) ​ Sevilla ​ ​ ​ United Kingdom ​ ​ Alloa ​ Harlow ​ ​ ​ Other Operations ​ ​ Engineering Support Centers ​ ​ Brockway, Pennsylvania ​ Jaroslaw, Poland Lurin, Peru ​ Perrysburg, Ohio ​ ​ ​ Shared Service Centers ​ ​ Medellin, Colombia ​ Poznan, Poland(1) Perrysburg, Ohio ​ ​ ​ ​ ​ Distribution Center ​ ​ Laredo, TX(1) ​ ​ ​ ​ ​ China ​ ​ Zhaoqing ​ ​ ​ ​ ​ Indonesia ​ ​ Jakarta ​ ​ ​ ​ ​ Corporate Facilities ​ ​ Perrysburg, Ohio ​ Vufflens-la-Ville, Switzerland(1) (1) This facility is leased in whole or in part.
Biggest changeAmericas Operations Brazil ​ ​ Recife ​ Sao Paulo Rio de Janeiro ​ Vitoria de Santo Antao ​ ​ ​ Canada ​ ​ Brampton, Ontario(1) ​ Montreal, Quebec ​ Colombia ​ ​ Soacha ​ Zipaquira ​ ​ ​ Ecuador ​ ​ Guayaquil ​ ​ ​ ​ ​ Mexico ​ ​ Guadalajara ​ Tlanepantla Estado de Mexico Monterrey ​ Toluca Queretaro ​ Tultitlan Estado de Mexico ​ ​ Peru ​ ​ Callao ​ Lurin ​ ​ ​ United States ​ ​ Auburn, NY ​ Portland, OR Brockway, PA ​ Streator, IL Crenshaw, PA ​ Toano, VA Danville, VA ​ Tracy, CA Kalama, WA(1) ​ Windsor, CO Lapel, IN ​ Winston-Salem, NC Los Angeles, CA(1) ​ Zanesville, OH Muskogee, OK ​ ​ ​ ​ ​ European Operations ​ ​ Czech Republic ​ ​ Dubi ​ Nove Sedlo ​ ​ ​ Estonia ​ ​ Jarvakandi ​ ​ ​ ​ ​ France ​ ​ Beziers ​ Vayres Gironcourt ​ Veauche Labegude ​ Vergeze Puy-Guillaume ​ Wingles Reims ​ ​ ​ ​ ​ Germany ​ ​ Bernsdorf ​ Rinteln Holzminden ​ ​ ​ ​ ​ 26 Table of Contents Hungary ​ ​ Oroshaza ​ ​ ​ ​ ​ Italy ​ ​ Aprilia ​ Origgio Asti ​ Ottaviano Bari ​ San Gemini Marsala ​ San Polo Mezzocorona ​ Villotta ​ ​ ​ The Netherlands ​ ​ Leerdam ​ Maastricht ​ ​ ​ Poland ​ ​ Jaroslaw ​ Poznan ​ ​ ​ Spain ​ ​ Barcelona(1) ​ Sevilla ​ ​ ​ United Kingdom ​ ​ Alloa ​ Harlow ​ ​ ​ Other Operations ​ ​ Engineering Support Centers ​ ​ Brockway, Pennsylvania ​ Jaroslaw, Poland Lurin, Peru ​ Perrysburg, Ohio ​ ​ ​ Shared Service Centers ​ ​ Medellin, Colombia(1) ​ Poznan, Poland(1) Perrysburg, Ohio ​ ​ ​ ​ ​ Distribution Center ​ ​ Laredo, TX(1) ​ ​ ​ ​ ​ China ​ ​ Zhaoqing ​ ​ ​ ​ ​ Indonesia ​ ​ Jakarta ​ ​ ​ ​ ​ Corporate Facilities ​ ​ Perrysburg, Ohio ​ Vufflens-la-Ville, Switzerland(1) (1) This facility is leased in whole or in part.
ITEM 2. PROPERTIE S The principal manufacturing facilities and other material important physical properties of the Company at December 31, 2022 are listed below. All properties are glass container plants and are owned in fee, except where otherwise noted.
ITEM 2. PROPERTIE S The principal manufacturing facilities and other material important physical properties of the Company at December 31, 2023 are listed below. All properties are glass container plants and are owned in fee, except where otherwise noted.
The Company believes that its facilities are well maintained and currently adequate for its planned production requirements over the next three to five years. ​ ​ ​ ​ 25 Table of Contents
The Company believes that its facilities are well maintained and currently adequate for its planned production requirements over the next three to five years. ​ ​ ​ 27 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNo such environmental proceedings were pending or contemplated as of December 31, 2022. For further information on legal proceedings, see Note 15 to the Consolidated Financial Statements. ​ ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ 26 Table of Contents PART II
Biggest changeNo such environmental proceedings were pending or contemplated as of December 31, 2023. For further information on legal proceedings, see Note 15 to the Consolidated Financial Statements. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ 28 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES ​ 26 ​ ​ ​ ​ PART II ​ 27 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHARE OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ 27 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ 29 ITEM 7A.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES ​ 28 ​ ​ ​ ​ PART II ​ 29 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHARE OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ 29 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ 31 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 48 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 51
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 49 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 52

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe current program has no expiration date .The following table provides information about the Company’s purchases of its common stock during the three months ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Plan (in thousands) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (in millions) October 1 - October 31, 2022 ​ ​ 687 ​ $ 14.53 ​ ​ 687 ​ ​ 70 ​ November 1 - November 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 70 ​ December 1 - December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 70 ​ Total ​ ​ 687 ​ $ 14.53 ​ ​ 687 ​ ​ ​ ​ ​ ​ ​ 27 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ending December 31, ​ ​ ​ 2017 ​ 2018 ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ O-I Glass, Inc. $ 100.00 $ 77.75 $ 54.65 $ 54.75 $ 55.34 $ 76.22 ​ S&P 500 ​ 100.00 ​ 95.62 ​ 125.72 ​ 148.85 ​ 191.58 ​ 156.88 ​ Packaging Group ​ 100.00 ​ 94.11 ​ 124.21 ​ 156.10 ​ 172.90 ​ 132.41 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: Prepared by Zacks Investment Research, Inc.
Biggest changeThe following table provides information about the Company’s purchases of its common stock during the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Plan (in thousands) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (in millions) October 1 - October 31, 2023 ​ ​ 627 ​ $ 15.95 ​ ​ 627 ​ ​ 30 ​ November 1 - November 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 ​ December 1 - December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 ​ Total ​ ​ 627 ​ $ 15.95 ​ ​ 627 ​ ​ ​ ​ ​ ​ 29 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2018 ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ O-I Glass, Inc. $ 100.00 $ 70.29 $ 70.41 $ 71.17 $ 98.02 $ 96.89 ​ S&P 500 ​ 100.00 ​ 131.49 ​ 155.68 ​ 200.37 ​ 164.08 ​ 207.21 ​ Packaging Group ​ 100.00 ​ 131.99 ​ 165.88 ​ 183.73 ​ 140.70 ​ 145.07 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: Prepared by Zacks Investment Research, Inc.
Upon the effectiveness of the Merger, each share of O-I stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass stock, par value $.01 per share (“O-I Glass Common Stock”), having the same designations, rights, powers and preferences, qualifications, limitations, and restrictions as the corresponding share of O-I stock being converted.
Upon the effectiveness of the Merger, each share of O-I common stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass common stock, par value $.01 per share, having the same designations, rights, powers and preferences, qualifications, limitations, and restrictions as the corresponding share of O-I common stock being converted.
All right reserved. ​ The graph above compares the performance of the Company’s Common Stock with that of a broad market index (the S&P 500 Composite Index) and a packaging group consisting of companies with lines of business or product end uses comparable to those of the Company for which market quotations are available.
All rights reserved. ​ The graph above compares the performance of the Company’s Common Stock with that of a broad market index (the S&P 500 Composite Index) and a packaging group consisting of companies with lines of business or product end uses comparable to those of the Company for which market quotations are available.
The comparison of total return on investment for each period is based on the investment of $100 on December 31, 2017 and the change in market value of the stock, including additional shares assumed purchased through reinvestment of dividends, if any. ​ ​ ​ ​ 28 Table of Contents ++
The comparison of total return on investment for each period is based on the investment of $100 on December 31, 2018 and the change in market value of the stock, including additional shares assumed purchased through reinvestment of dividends, if any. ​ ​ 30 Table of Contents
Following the implementation of the Corporate Modernization, the Company’s common stock continues to be listed on the New York Stock Exchange on an uninterrupted basis with the symbol OI. The number of share owners of record on December 31, 2022 was 789.
Following the implementation of the Corporate Modernization, the Company’s common stock continues to be listed on the New York Stock Exchange on an uninterrupted basis with the symbol OI. The number of share owners of record on December 31, 2023 was 608.
The Company regularly purchases shares pursuant to a $150 million anti-dilutive share repurchase plan authorized by the Board of Directors on February 9, 2021 that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees.
The Company regularly purchases shares pursuant to a $150 million anti-dilutive share repurchase plan authorized by the Board of Directors on February 9, 2021 that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. The current program has no expiration date.
Almost all of the outstanding shares were registered in the name of Depository Trust Company, or CEDE & Co., which held such shares on behalf of a number of brokerage firms, banks, and other financial institutions. In response to the COVID-19 pandemic, the Company has suspended its dividend.
Almost all of the outstanding shares were registered in the name of Depository Trust Company, or CEDE & Co., which held such shares on behalf of a number of brokerage firms, banks, and other financial institutions. In 2020, the Company suspended its dividend.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeManagement's Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 9, 2022. ​ 29 Table of Contents Financial information regarding the Company’s reportable segments is as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Net sales: ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 3,835 ​ $ 3,557 ​ Europe ​ ​ 2,878 ​ ​ 2,687 ​ Reportable segment totals ​ 6,713 ​ 6,244 ​ Other ​ 143 ​ 113 ​ Net sales ​ $ 6,856 ​ $ 6,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Net earnings attributable to the Company ​ $ 584 ​ $ 149 ​ Net earnings attributable to noncontrolling interests ​ ​ 43 ​ ​ 23 ​ Net earnings ​ ​ 627 ​ ​ 172 ​ Gain from discontinued operations ​ ​ ​ ​ ​ (7) ​ Earnings from continuing operations ​ ​ 627 ​ ​ 165 ​ Provision for income taxes ​ ​ 178 ​ ​ 167 ​ Earnings from continuing operations before income taxes ​ ​ 805 ​ ​ 332 ​ Items excluded from segment operating profit: ​ ​ ​ ​ ​ ​ ​ Retained corporate costs and other ​ 232 ​ 171 ​ Gain on sale leasebacks ​ ​ (334) ​ ​ ​ ​ Gain on sale of divested business and miscellaneous assets ​ ​ (55) ​ ​ (84) ​ Brazil indirect tax credit ​ ​ ​ ​ ​ (71) ​ Pension settlement charges ​ 20 ​ 74 ​ Restructuring, asset impairment and other charges ​ 53 ​ 35 ​ Charge related to Paddock support agreement liability ​ ​ ​ ​ ​ 154 ​ Interest expense, net ​ 239 ​ 216 ​ Segment operating profit: ​ $ 960 ​ $ 827 ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ 472 ​ ​ 456 ​ Europe ​ ​ 488 ​ ​ 371 ​ ​ ​ $ 960 ​ $ 827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.
Biggest changeFinancial information regarding the Company’s reportable segments is as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net sales: ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 3,865 ​ $ 3,835 ​ Europe ​ ​ 3,117 ​ ​ 2,878 ​ Reportable segment totals ​ 6,982 ​ 6,713 ​ Other ​ 123 ​ 143 ​ Net sales ​ $ 7,105 ​ $ 6,856 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net earnings (loss) attributable to the Company ​ $ (103) ​ $ 584 ​ Net earnings attributable to noncontrolling interests ​ ​ 18 ​ ​ 43 ​ Net earnings (loss) ​ ​ (85) ​ ​ 627 ​ Provision for income taxes ​ ​ 152 ​ ​ 178 ​ Earnings before income taxes ​ ​ 67 ​ ​ 805 ​ Items excluded from segment operating profit: ​ ​ ​ ​ ​ ​ ​ Retained corporate costs and other ​ 224 ​ 232 ​ Charge for goodwill impairment ​ ​ 445 ​ ​ ​ ​ Restructuring, asset impairment and other charges ​ 100 ​ 53 ​ Pension settlement and curtailment charges ​ 19 ​ 20 ​ Gain on sale of divested business and miscellaneous assets ​ ​ (4) ​ ​ (55) ​ Gain on sale leasebacks ​ ​ ​ ​ ​ (334) ​ Interest expense, net ​ 342 ​ 239 ​ Segment operating profit ​ $ 1,193 ​ $ 960 ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ 511 ​ ​ 472 ​ Europe ​ ​ 682 ​ ​ 488 ​ ​ ​ $ 1,193 ​ $ 960 ​ ​ 31 Table of Contents Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.
For example, in June 2021, the Oregon Department of Environmental Quality (“DEQ”) alleged that the Company’s manufacturing facility in Portland, Oregon exceeded certain permitted air emission limits. To resolve this matter, in August 2021, the Company entered into an Order with Oregon DEQ and agreed to pay a civil penalty of less than $1 million.
For example, in June 2021, the Oregon Department of Environmental Quality (“DEQ”) alleged that the Company’s manufacturing facility in Portland, Oregon exceeded certain permitted air emission limits. To resolve this matter, in August 2021, the Company entered into an Order with the Oregon DEQ and agreed to pay a civil penalty of less than $1 million.
If the BEV is less than the carrying value for any reporting unit, then any excess of the carrying value over the BEV is recorded as an impairment loss. The calculations of the BEV are based on internal and external inputs, such as projected future cash flows of the reporting units, discount rates, terminal business value, among other assumptions.
If the BEV is less than the carrying value for any reporting unit, then any excess of the carrying value over the BEV is recorded as an impairment loss. The calculations of the BEV are based on internal and external inputs, such as projected future cash flows of the reporting units, discount rates and terminal business value, among other assumptions.
Financing activities in 2022 included the repayment of long-term debt of $2,897 million, which included the refinancing of the Company’s bank credit agreement, the redemption of $450 million aggregate principal amount of the Company’s outstanding 5.875% senior notes due 2023 and the repayment of $88.2 million aggregate principal amount of the Company’s outstanding 6.625% Senior Notes due 2027.
Financing activities in 2022 also included the repayment of long-term debt of $2,897 million, which included the refinancing of the Company’s bank credit agreement, the redemption of $450 million aggregate principal amount of the Company’s outstanding 5.875% senior notes due 2023 and the repayment of $88.2 million aggregate principal amount of the Company’s outstanding 6.625% Senior Notes due 2027.
Changes in key estimates or actual conditions that differ from estimates could result in an impairment charge. The Company uses reasonable and supportable assumptions when performing impairment reviews and cannot predict the occurrence of future events and circumstances that could result in impairment charges.
Changes in key assumptions or actual conditions which differ from estimates could result in an impairment charge. The Company uses reasonable and supportable assumptions when performing impairment reviews and cannot predict the occurrence of future events and circumstances that could result in impairment charges.
MANAGEMENT’S DISCUSSIO N 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 from continuing operations 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.
MANAGEMENT’S DISCUSSIO N 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 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 will monitor conditions throughout 2023 that might significantly affect the projections and variables used in the impairment test to determine if a review prior to October 1 may be appropriate. If the results of impairment testing confirm that a write-down of goodwill is necessary, then the Company will record a charge at that time.
The Company will monitor conditions throughout 2024 that might significantly affect the projections and variables used in the impairment test to determine if a review prior to October 1 may be appropriate. If the results of impairment testing confirm that a write-down of goodwill is necessary, then the Company will record a charge at that time.
Physical Effects and other Consequences of Climate Change The Company experiences a variety of impacts due to weather-related events, including severe weather, and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological patterns, across its 69 manufacturing facilities in 19 different countries.
Physical Effects and other Consequences of Climate Change The Company experiences a variety of impacts due to weather-related events, including severe weather, and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological patterns, across its 68 manufacturing facilities in 19 different countries.
The potential for additional global tax legislation changes, such as restrictions on interest deductibility, deductibility of cross-jurisdictional payments, and limitations on the utilization of tax attributes, could have a material adverse impact on net income and cash flow by impacting significant deductions or income inclusions. ​ 47 Table of Contents
The potential for additional global tax legislation changes, such as restrictions on interest deductibility, deductibility of cross-jurisdictional payments, and limitations on the utilization of tax attributes, could have a material adverse impact on net income and cash flow by impacting significant deductions or income inclusions. ​ 48 Table of Contents
During the time subsequent to the annual evaluation, and at December 31, 2022, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired and has determined that no such events have occurred.
During the time subsequent to the annual evaluation, and at December 31, 2023, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired and has determined that no such events have occurred.
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 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 40 Table of Contents 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.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions or other adverse repercussions on Russian-sourced energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions 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 a change in judgment regarding this valuation allowance were to occur in the future, the Company will record a potentially material deferred tax benefit, which could result in a favorable impact on the effective tax rate in that period.
If a change in judgment regarding this valuation allowance were to occur in the future, the Company would record a potentially material deferred tax benefit, which could result in a favorable impact on the effective tax rate in that period.
The 46 Table of Contents Company considers the following possible sources of taxable income when assessing the realization of deferred tax assets: ● taxable income in prior carryback years; ● future reversals of existing taxable temporary differences; ● future taxable income exclusive of reversing temporary differences and carryforwards; and ● prudent and feasible tax planning strategies that the Company would be willing to undertake to prevent a deferred tax asset from otherwise expiring.
The Company considers the following possible sources of taxable income when assessing the realization of deferred tax assets: ● taxable income in prior carryback years; ● future reversals of existing taxable temporary differences; ● future taxable income exclusive of reversing temporary differences and carryforwards; and ● prudent and feasible tax planning strategies that the Company would be willing to undertake to prevent a deferred tax asset from otherwise expiring.
As a result, the Americas segment recognized approximately $3 million of expense related to emissions credits and fees to comply with various country, state/province, or municipality laws or regulations.
As a result, the Americas segment recognized approximately $4 million of expense related to emissions credits and fees to comply with various country, state/province, or municipality laws or regulations.
The Company is implementing its MAGMA program using a multi-generation development roadmap , which will include various deployment risks and will require the discovery of additional inventions through 2025.
The Company is implementing its MAGMA program using a multi-generation development roadmap , which will include various deployment risks and will require the discovery of additional inventions through 2026.
As of December 31, 2022, the Company is pursuing insurance reimbursement related to this event but cannot determine the amount, if any, that will be reimbursed. Climate change may increase the frequency or severity of such events. In addition, there are indirect consequences of climate-related regulation or business trends that affect the Company’s business.
As of December 31, 2023, the Company is pursuing insurance reimbursement related to this event but cannot determine the amount that will be reimbursed. Climate change may increase the frequency or severity of such events. In addition, there are indirect consequences of climate-related regulation or business trends that affect the Company’s business.
If an asset group is considered impaired, the impairment loss to be recognized is measured as the amount by which the asset group’s carrying amount exceeds its fair value. Historically, most of the Company’s PP&E impairments have been due to restructuring activities that result in the closure of plant sites.
If an asset group is considered impaired, the impairment loss to be recognized is measured as the amount by which the asset group’s carrying amount exceeds its fair value. Historically, most of the Company’s PP&E impairments have been due to restructuring activities that result in the closure of plant sites or disposal of furnaces or other PP&E.
The Company’s projected future cash flows incorporate management’s best estimates of the expected future results including, but not limited to, price trends, customer demand, material costs, asset replacement costs and any other known factors.
The Company’s projected future cash flows incorporate management’s best estimates of the 45 Table of Contents expected future results including, but not limited to, price trends, customer demand, material costs, asset replacement costs and any other known factors.
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. Interest Expense, Net Net interest expense in 2022 was $239 million compared to $216 million in 2021.
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. Interest Expense, Net Net interest expense in 2023 was $342 million compared to $239 million in 2022.
Additional details of these transactions are described below. ​ In August 2022, the Company completed the sale of the land and building of the Company’s Vernon, California (Los Angeles) plant to 2900 Fruitland Investors LLC and 2901 Fruitland Avenue Investors LLC.
Additional details of these transactions are described below. In August 2022, the Company completed the sale of the land and building related to its Vernon, California (Los Angeles) plant to 2900 Fruitland Avenue Investors LLC and 2901 Fruitland Avenue Investors LLC.
For example, a one-half percentage point change in the actuarial assumption regarding discount rates used to calculate plan liabilities or in the expected rate of return on plan assets would result in a change of approximately $3 million and $8 million, respectively, in the pretax pension expense for the full year of 2022.
For example, a one-half percentage point change in the actuarial assumption regarding discount rates used to calculate plan liabilities or in the expected rate of return on plan assets would result in a change of approximately $4 million and $8 million, respectively, in the pretax pension expense for the full year of 2023.
The realization of deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
The realization of deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character within 47 Table of Contents the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
In May 2022, the Company completed the sale of the land and building of the Company’s Brampton, Ontario, Canada plant to an affiliate of Crestpoint Real Estate Investments Ltd.
In May 2022, the Company completed the sale of the land and building related to its Brampton, Ontario, Canada plant to an affiliate of Crestpoint Real Estate Investments Ltd.
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. These charges also reflect approximately $3 million of other charges. During 2021, the Company implemented several discrete restructuring initiatives and recorded restructuring and other charges of $35 million.
The Company expects that the majority of the remaining cash expenditures related to the accrued employee costs will be paid out over the next several years. These charges also reflect approximately $3 million of other charges. During 2022, the Company implemented several discrete restructuring initiatives and recorded restructuring and other charges of $53 million.
The BEVs of the Company’s Europe and Latin America reporting units more substantially exceeded their carrying values. Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
The BEVs of the Company’s Europe and Latin America reporting units substantially exceeded their carrying values as of October 1, 2023. Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
As described above, the Company’s reported revenues and segment operating profit in 2022 were lower due to foreign currency effects compared to 2021. This trend may not continue into 2023.
As described above, the Company’s reported revenues and segment operating profit in 2023 were higher due to foreign currency effects compared to 2022. This trend may not continue into 2024.
Significant changes in regulations, criteria, public perception or legal requirements related to emissions reduction or fossil-fuel use could have a material impact on the Company’s results.
Significant changes in 37 Table of Contents regulations, criteria, public perception or legal requirements related to emissions reduction or fossil-fuel use could have a material impact on the Company’s results.
The 2023 pension expense will reflect a 5.75% and 4.67% expected long-term rate of return for the U.S. assets and non-U.S. assets, respectively. Future effects on reported results of operations depend on economic conditions and investment performance.
The 2024 pension expense will reflect a 5.75% and 5.14% expected long-term rate of return for the U.S. assets and non-U.S. assets, respectively. Future effects on reported results of operations depend on economic conditions and investment performance.
The Company recorded a pretax gain of approximately $153 million (approximately $153 million after tax) on the sale, which was recorded to Other income (expense), net on the Consolidated Results of Operations in 2022.
The Company recorded a pretax gain of approximately $153 million (approximately $153 million after tax) on the sale, which is reflected in Other income (expense), net on the Consolidated Results of Operations in 2022.
For purposes of determining pension charges and credits in 2022, the Company’s estimated weighted average expected long-term rate of return on plan assets is 5.75% for U.S. plans and 4.21% for non-U.S. plans compared to 6.85% for U.S. plans and 5.46% for non-U.S. plans in 2021.
For purposes of determining pension charges and credits in 2023, the Company’s estimated weighted average expected long-term rate of return on plan assets is 5.75% for U.S. plans and 4.67% for non-U.S. plans compared to 5.75% for U.S. plans and 4.21% for non-U.S. plans in 2022.
For the year ending December 31, 2022, the European segment recognized approximately $24 million of expense related to emissions allowances to comply with the European Union Emissions Trading Scheme.
For the year ending December 31, 2023, the European segment recognized approximately $37 million of expense related to emissions allowances to comply with the European Union Emissions Trading Scheme.
As of December 31, 2022, 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 and that 39 Table of Contents its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.
As of December 31, 2023, 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 Company recorded pension expense from continuing operations (exclusive of settlement charges) of $34 million, $32 million, and $38 million in 2022, 2021, and 2020, respectively. Depending on currency translation rates, the Company expects to record approximately $28 million of total pension expense for the full year of 2023.
The Company recorded pension expense from continuing operations (exclusive of settlement and curtailment charges) of $30 million, $34 million, and $32 million in 2023, 2022, and 2021, respectively. Depending on currency translation rates, the Company expects to record approximately $33 million of total pension expense for the full year of 2024.
These sale leaseback transactions and the sale of the Company’s Cristar tableware business in Colombia in 2022 were part of the Company’s portfolio optimization program to redeploy proceeds on asset sales to help fund attractive growth opportunities, which primarily include capital expenditures related to expansion projects and investments in the Company’s MAGMA innovation, as well as to reduce debt.
These transactions and the divestiture of Cristar were part of the Company’s portfolio optimization program to redeploy proceeds from asset sales to help fund attractive growth opportunities, which primarily include capital expenditures related to expansion projects and investments in the Company’s MAGMA innovation, as well as to reduce debt.
In 2022, the Company recorded net earnings from continuing operations attributable to the Company of $584 million, or $3.67 per share (diluted), compared to $142 million, or $0.88 per share (diluted), in 2021. As discussed below, net earnings in both periods included items that management considers not representative of ongoing operations and other adjustments.
In 2023, the Company recorded a net loss attributable to the Company of $103 million, or $0.67 per share (diluted), compared to net earnings attributable to the Company of $584 million, or $3.67 per share (diluted), in 2022. As discussed below, net earnings in both periods included items that management considers not representative of ongoing operations and other adjustments.
On July 18, 2022, the Company drew down the $600 million delayed draw term loan to fund, together with other consideration, the Paddock Trust.
On July 18, 2022, the Company drew down the $600 million delayed draw term loan to fund, together with other consideration, the Paddock Trust (see Note 15 for more information).
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.
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.
For further information, see Segment Information included in Note 2 to the Consolidated Financial Statements. Segment operating profit of reportable segments in 2022 was $960 million, compared to $827 million in 2021, an increase of $133 million, or approximately 16%.
For further information, see Segment Information included in Note 2 to the Consolidated Financial Statements. Segment operating profit of reportable segments in 2023 was $1,193 million, compared to $960 million in 2022, an increase of $233 million, or approximately 24%.
The divestiture of the Cristar glass tableware business and the additional lease expense associated with the sale leaseback transactions reduced segment operating profit by approximately $22 million in 2022 compared to the prior year. Europe: Segment operating profit in Europe in 2022 was $488 million compared to $371 million in 2021, an increase of $117 million, or 32%.
The divestiture of the glass tableware business and the additional lease expense associated with the sale leaseback transactions reduced segment operating profit by approximately $13 million in 2023 compared to the prior year. Europe: Segment operating profit in Europe in 2023 was $682 million compared to $488 million in 2022, an increase of $194 million, or 40%.
The Company intends to repurchase approximately $40 million of shares of the Company’s common stock in 2023. ​ The Company anticipates that cash flows from its opera­tions and from utiliza­ tion of credit available under the Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (12 months) and long-term basis.
The Company anticipates that cash flows from its opera­tions and from utiliza­tion of credit available under the 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).
The Company also agreed to submit a 35 Table of Contents permit application to install pollution control equipment at its Portland, Oregon manufacturing facility or to cease its operations at that facility by June 30, 2022.
The Company also agreed to submit a permit application to install pollution control equipment at its Portland, Oregon manufacturing facility or to cease its operations at that facility by June 30, 2022. In the second quarter of 2022, the Company submitted the permit application to install pollution control equipment, allowing it to continue operations at the Portland facility.
The Company recorded approximately $16 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to the senior note repurchases conducted in the first quarter of 2022. In November 2021, the Company issued $400 million aggregate principal amount of senior notes.
The Company recorded approximately $16 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to the senior note repurchases conducted in the first quarter of 2022. In August 2022, the Company redeemed $300 million aggregate principal amount of its 5.875% Senior Notes due 2023.
The Company recorded approximately $7 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to this redemption. ​ On February 10, 2022, the Company announced the commencement, by an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash up to $250.0 million aggregate purchase price of its outstanding (i) 5.875% Senior Notes due 2023, (ii) 5.375% Senior Notes due 2025, (iii) 6.375% Senior Notes due 2025 and (iv) 6.625% Senior Notes due 2027.
On February 10, 2022, the Company announced the commencement, by an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash up to $250.0 million aggregate purchase price of its outstanding (i) 5.875% Senior Notes due 2023, (ii) 5.375% Senior Notes due 2025, (iii) 6.375% Senior Notes due 2025 and (iv) 6.625% Senior Notes due 2027.
Therefore, at that date in the third quarter of 2022, reorganized Paddock was reconsolidated, and its remaining assets, including $12 million of cash and cash equivalents, were recognized in the Company’s consolidated statement of cash flows.
Therefore, at that date in the third quarter of 2022, reorganized Paddock was reconsolidated, and its remaining assets, including $12 million of cash and cash equivalents were recognized in the Company’s Consolidated Statement of Cash Flows. Financing activities: Cash utilized in financing activities was $27 million for 2023 compared to $6 million of cash provided by financing activities in 2022.
See Note 15 to the Consolidated Financial Statements for further information. ​ Critical Accounting Estimates The Company’s analysis and discussion of its financial condition and results of operations are based upon its Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Critical Accounting Estimates The Company’s analysis and discussion of its financial condition and results of operations are based upon its Consolidated Financial Statements that have been prepared in accordance with accounting principles generally 44 Table of Contents accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S.
As a result of the funding of the Paddock Trust and the cancellation of the pledge of equity interests in reorganized Paddock, on July 20, 2022, the Company regained exclusive control over reorganized Paddock’s activities.
The Company received $4 million and paid $24 million related to hedge activity in 2023 and 2022, respectively. As a result of the funding of the Paddock Trust and the cancellation of the pledge of equity interests in reorganized Paddock, on July 20, 2022, the Company regained exclusive control over reorganized Paddock’s activities.
Other sales were approximately $30 million higher in 2022 than in the prior year driven by higher machine parts sales to third parties. ​ The change in net sales of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales— 2021 ​ $ 6,244 Price ​ $ 805 ​ ​ ​ ​ Sales volume and mix ​ 19 ​ ​ ​ ​ Effects of changing foreign currency rates ​ (303) ​ ​ ​ ​ Divestitures ​ ​ (52) ​ ​ ​ ​ Total effect on net sales ​ ​ ​ ​ 469 ​ Net sales— 2022 ​ ​ ​ ​ $ 6,713 ​ ​ Americas: Net sales in the Americas in 2022 were $3,835 million compared to $3,557 million in 2021, an increase of $278 million, or 8%.
Other sales were approximately $20 million lower in 2023 than in the prior year, driven by lower machine parts sales to third parties. 32 Table of Contents The change in net sales of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales— 2022 ​ $ 6,713 Price ​ $ 883 ​ ​ ​ ​ Sales volume and mix ​ (841) ​ ​ ​ ​ Effects of changing foreign currency rates ​ 235 ​ ​ ​ ​ Divestitures ​ ​ (8) ​ ​ ​ ​ Total effect on net sales ​ ​ ​ ​ 269 ​ Net sales— 2023 ​ ​ ​ ​ $ 6,982 ​ ​ Americas: Net sales in the Americas in 2023 were $3,865 million compared to $3,835 million in 2022, an increase of $30 million, or 1%.
Assuming interest rates and scheduled maturities as of December 31, 2022, interest payments to service outstanding debt totaling $864 million and ranging from $54 million to $238 million on an annual basis over the next five years. ● Capital expenditures of approximately $700 to $725 million in 2023, for property, plant and equipment as described below; ● Cash contributions to its pension plans totaling between $40 million and $75 million over the next two years, and cash contributions for other post retirement benefits totaling $47 million (see Note 11 to the Consolidated Financial Statements); ● Cash payments for operating leases totaling $285 million (including imputed interest) and ranging from $28 million to $52 million on an annual basis over the next five years (see Note 12 to the Consolidated Financial Statements); ● Cash payments toward restructuring activities (described below and see Note 10 to the Consolidated Financial Statements); ● Cash payments for purchases obligations that consist primarily of contracted amounts for energy totaling approximately $3,185 million and ranging from $275 million to $889 million on an annual basis over the next five years.
Assuming interest rates and scheduled maturities as of December 31, 2023, interest payments to service outstanding debt total approximately $980 million over the next five years; ● Capital expenditures of approximately $550 million to $600 million in 2024, for property, plant and equipment as described below; 42 Table of Contents ● Cash contributions to its pension plans totaling between $40 million and $75 million over the next two years, and cash contributions for other post-retirement benefits totaling $43 million through 2033 (see Note 11 to the Consolidated Financial Statements); ● Cash payments for operating leases totaling $280 million (including imputed interest) and ranging from $25 million to $57 million on an annual basis over the next five years (see Note 12 to the Consolidated Financial Statements); ● Cash payments toward restructuring activities (described below and see Note 10 to the Consolidated Financial Statements); and ● Cash payments for purchases obligations that consist primarily of contracted amounts for energy totaling approximately $1,463 million and ranging from $150 million to $551 million on an annual basis over the next five years.
Higher selling prices in the region increased net sales by $370 million in 2022, 31 Table of Contents driven by the pass through of higher cost inflation. Glass container shipments in the region were down approximately 1% in 2022 compared to the prior year, which decreased net sales by approximately $36 million in 2022 .
Higher selling prices in the region increased net sales by $287 million in 2023, driven by the pass through of higher cost inflation. Glass container shipments in the region were down approximately 10% in 2023 compared to 2022, which decreased net sales by approximately $385 million .
Earnings in 2022 and 2021 included items that management considered not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Earnings ​ ​ Increase ​ ​ (Decrease) Description ​ 2022 ​ 2021 Gain on sale leasebacks ​ $ 334 ​ $ ​ ​ Gain on sale of divested businesses and miscellaneous assets ​ ​ 55 ​ ​ 84 ​ Brazil indirect tax credit ​ ​ ​ ​ ​ 71 ​ Restructuring, asset impairment and other charges ​ (53) ​ ​ (35) ​ Charge related to Paddock support agreement liability ​ ​ ​ ​ ​ (154) ​ Pension settlement charges ​ ​ (20) ​ ​ (74) ​ Note repurchase premiums, the write-off of unamortized finance fees and third-party fees ​ (26) ​ (13) ​ Net provision for income tax on items above ​ ​ (41) ​ ​ (27) ​ Other tax adjustments ​ ​ (2) ​ ​ (5) ​ Net impact of noncontrolling interests on items above ​ ​ (29) ​ ​ 1 ​ Total ​ $ 218 ​ $ (152) ​ ​ Foreign Currency Exchange Rates Given the global nature of its operations, the Company is subject to fluctuations in foreign currency exchange rates.
Earnings in 2023 and 2022 included items that management considered not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Earnings ​ ​ Increase ​ ​ (Decrease) Description ​ 2023 ​ 2022 Goodwill impairment ​ ​ (445) ​ $ ​ ​ Restructuring, asset impairment and other charges ​ (100) ​ ​ (53) ​ Pension settlement and curtailment charges ​ ​ (19) ​ ​ (20) ​ Gain on sale of divested businesses and miscellaneous assets ​ ​ 4 ​ ​ 55 ​ Gain on sale leasebacks ​ ​ ​ ​ ​ 334 ​ Note repurchase premiums, the write-off of unamortized finance fees and third-party fees and settlement of a related interest rate swap ​ (39) ​ (26) ​ Valuation Allowance-Interest carryovers ​ ​ (20) ​ ​ ​ ​ Net provision for income tax on items above ​ ​ 25 ​ ​ (41) ​ Other tax adjustments ​ ​ ​ ​ ​ (2) ​ Net impact of noncontrolling interests on items above ​ ​ ​ ​ ​ (29) ​ Total ​ $ (594) ​ $ 218 ​ ​ Foreign Currency Exchange Rates Given the global nature of its operations, the Company is subject to fluctuations in foreign currency exchange rates.
At December 31, 2022, the Credit Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $1,450 million in term loan A facilities ($1,426 million outstanding balance at December 31, 2022, net of debt issuance costs ). At December 31, 2022, the Company had unused credit of $1.24 billion available under the Credit Agreement.
At December 31, 2023, the Credit Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $1.45 billion in term loan A facilities ($1.39 billion outstanding balance at December 31, 2023, net of debt issuance 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. These charges also reflect approximately $7 million of other charges.
The Company expects that the majority of the remaining cash expenditures related to the accrued employee costs will be paid out over the next several years. These charges also reflect approximately $3 million of other charges. See Note 10 to the Consolidated Financial Statements for further information.
As of December 31, 2022, the Company has three reporting units and includes $818 million of recorded goodwill to the Company’s Europe reporting unit, $442 million of recorded goodwill to the Company’s North America reporting unit and $553 million of recorded goodwill to the Company’s Latin America reporting unit.
As of December 31, 2023, the Company has three reporting units and includes $848 million of recorded goodwill to the Company’s Europe reporting unit, $625 million of recorded goodwill to the Company’s Latin America reporting unit and $0 of recorded goodwill to the Company’s North America reporting unit (subsequent to the 2023 impairment).
Cash Flows Operating activities: Cash provided by continuing operating activities was $154 million for 2022, compared to $680 million for 2021.
Cash Flows Operating activities: Cash provided by operating activities was $818 million for 2023, compared to $154 million of cash provided by operating activities for 2022.
Financing activities : Cash provided by financing activities was $6 million for 2022, compared to $273 million of cash utilized in financing activities for 2021. Financing activities in 2022 included additions to long-term debt of $2,852 million, which included the refinancing of the Company’s bank credit agreement.
Financing activities in 2022 included additions to long-term debt of $2,852 million, which included the refinancing of the Company’s bank credit agreement.
In the event the Company would be required to record a significant write-down of goodwill, the charge would have a material adverse effect on reported results of operations and net worth.
In the event the Company would be required to record a significant write-down of goodwill, the charge would have a material adverse effect on reported results of operations and net worth. Pension Benefit Plans Estimates - The determination of pension obligations and the related pension expense or credits to operations involves certain estimations.
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.
These interest rate swap agreements were accounted for as fair value hedges (see Note 9 for more information). 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.
The Company’s management uses segment operating profit, in combination with net sales and selected cash flow information, to evaluate performance and to 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.
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.
These items increased net earnings from continuing operations attributable to the Company by $218 million, or $1.37 per share, in 2022 and decreased net earnings attributable to the Company by $152 million, or $0.95 per share, in 2021. ​ Results of Operations—Comparison of 2022 with 2021 Net Sales The Company’s net sales in 2022 were $6,856 million compared with $6,357 million in 2021, an increase of $499 million, or 8%.
These items decreased net earnings attributable to the Company by $594 million, or $3.76 per share, in 2023 and increased net earnings attributable to the Company by $218 million, or $1.37 per share, in 2022. ​ Results of Operations—Comparison of 2023 with 2022 Net Sales The Company’s net sales in 2023 were $7,105 million compared with $6,856 million in 2022, an increase of $249 million, or 4%.
Management's assessment of fair value is based on projected future discounted cash flows. The assumptions underlying cash flow projections represent management’s best estimates at the time of the impairment review. Factors that management must estimate for each equity investment include, among other things: industry and market conditions, sales volume and prices, production costs and inflation.
Impairment testing on asset groups that are held for use requires estimation of projected future cash flows generated by the asset group. The assumptions underlying cash flow projections represent management’s best estimates at the time of the impairment review. Factors that management must estimate include, among other things: industry and market conditions, sales volume and prices, production costs and inflation.
The impact of lower shipments discussed above resulted in a $3 million decrease to segment operating profit in 2022 compared to 2021. The benefit of higher selling prices exceeded 32 Table of Contents cost inflation resulting in a net $53 million increase to segment operating profit in 2022.
The benefit of higher selling prices exceeded cost inflation resulting in a net $288 million increase to segment operating profit in 2023. The impact of lower shipments discussed above resulted in a $95 million decrease to segment operating profit in 2023 compared to 2022. Operating costs in 2023 were $153 million higher than in the prior year.
The related pretax gain was approximately $55 million (approximately $16 million after tax and noncontrolling interest). The pretax gain was recorded to Other income (expense), net on the Consolidated Results of Operations in 2022. ​ In December 2021, the Company completed the sale of its Le Parfait brand in Europe and a previously closed plant in the Americas.
The related pretax gain was approximately $55 million (approximately $16 million after tax and noncontrolling interest). The pretax gain was recorded to Other income (expense), net on the Consolidated Results of Operations in 2022.
The Company received cash proceeds of approximately $368 million in 2022 related to the sale of the land and buildings of the Company’s plants in Brampton, Ontario, Canada and Vernon, California. The Company also received approximately $98 million of cash proceeds for the sale of miscellaneous businesses and other assets, primarily related to its Cristar glass tableware business in Colombia.
The Company received approximately $11 million of net cash proceeds for the sale of miscellaneous businesses and other assets in 2023 compared to $98 million received in 2022, which primarily related to its Cristar glass tableware business in Colombia.
The impact of higher shipments discussed above increased segment operating profit by approximately $13 million. The benefit of higher selling prices exceeded cost inflation and increased segment operating profit by $178 million in 2022 compared to 2021.
The benefit of higher selling prices exceeded cost inflation and increased segment operating profit by $344 million in 2023 compared to the prior year. The impact of lower shipments discussed above decreased segment operating profit by approximately $110 million. Operating costs in 2023 were $57 million higher than in the prior year.
For 2022, other cash flows from operating activities were a higher use of 41 Table of Contents cash of approximately $144 million compared to 2021, primarily due to the Company paying a $38 million tax audit settlement in Mexico, higher equity earnings and lower dividends received from equity affiliates.
For 2023, other cash flows from operating activities decreased to a use of cash of approximately $40 million compared to a use of cash of approximately $136 million in the prior year, primarily due to higher dividends received from equity affiliates and the non-recurrence of a $38 million tax audit settlement paid in Mexico in 2022.
Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market. 40 Table of Contents Material Cash Requirements The Company’s material cash requirements include the following: ● Cash payments for debt repayments totaling $4,671 million (including finance leases) and ranging from $92 million to $1,822 million on an annual basis over the next five years (see Note 14 to the Consolidated Financial Statements).
Material Cash Requirements The Company’s material cash requirements include the following: ● Cash payments for debt repayments totaling $4,840 million (including finance leases) and ranging from $100 million to $1,831 million on an annual basis over the next five years (see Note 14 to the Consolidated Financial Statements).
Future changes in the Company’s cost of capital or expected cash flows may cause the Company’s goodwill to become impaired, resulting in a non-cash charge against the Company’s results of operations.
There can be no assurance that anticipated financial results will be achieved, and the goodwill balances remain susceptible to future impairment charges. Future changes in the Company’s cost of capital or expected cash flows may cause the Company’s goodwill to become impaired, resulting in a non-cash charge against the Company’s results of operations.
The Company’s customers and suppliers may also be impacted by climate risks, whether physical or transition risks, thus potentially compounding or causing further impacts to the Company’s business and results of operations. ​ 36 Table of Contents Items Excluded from Reportable Segment Totals ​ Retained Corporate Costs and Other After the sale of the ANZ businesses, the remaining businesses in the Asia Pacific region do not meet the criteria of an individually reportable segment.
The Company’s customers and suppliers may also be impacted by climate risks, whether physical or transition risks, thus potentially compounding or causing further impacts to the Company’s business and results of operations. Items Excluded from Reportable Segment Totals Retained Corporate Costs and Other Retained corporate costs and other for 2023 were $224 million compared to $232 million in 2022.
The Americas reportable segment is comprised of two reporting units – North America and Latin America. The Company has determined that the Europe segment is also a reporting unit. As part of its on-going assessment of goodwill in 2019, the Company determined that indicators of impairment had occurred during the third quarter of 2019.
The Americas reportable segment is comprised of two reporting units – North America and Latin America. The Company has determined that the Europe segment is also a reporting unit. During the fourth quarter of 2023, the Company completed its annual impairment testing and determined that the goodwill balance on its North America reporting unit was fully impaired.
This gain was recorded to Other income (expense), net on the Consolidated Results of Operations. ​ Pension Settlement Charges In 2022, the Company settled a portion of its pension obligations and recorded approximately $20 million of pension settlement charges in the United States, Canada and Mexico.
Pension Settlement and Curtailment Charges In 2023, the Company recorded pension curtailment and settlement charges of approximately $19 million in the United States and Mexico. In 2022, the Company settled a portion of its pension obligations and recorded approximately $20 million of pension settlement charges, in the United States, Canada and Mexico.
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. In July 2022, the Plan became effective and Paddock and the Company provided total consideration of $610 million plus related expenses to fund the Paddock Trust.
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.
The decrease in cash provided by continuing operating activities in 2022 was primarily due to the $621 million that the Company paid to fund the Paddock Trust and related expenses, as well as a higher use of cash for other operating items and lower non-cash charges, partially offset by higher net earnings than in 2021.
The increase in cash provided by operating activities in 2023 was primarily due to the non-recurrence of the $621 million cash outflow that the Company paid in 2022 to fund the Paddock Trust and related expenses and the non-recurrence of the gains from the sale of divested business and sale leaseback in 2022 , partially offset by a higher use of cash from working capital and lower net earnings in 2023 compared to 2022.
For discussion related to changes in financial condition and the results of operations for 2021 compared to 2020, refer to Part II, Item 7.
GAAP and is not necessarily comparable to similarly titled measures used by other companies. ​ For discussion related to changes in financial condition and the results of operations for 2022 compared to 2021, refer to Part II, Item 7.
The triggering events were management’s update to its long-range plan, which indicated lower projected future cash flows for its North American reporting unit (in the Americas segment) as compared to the projections used in the most recent goodwill impairment test performed as of October 1, 2018, and a significant reduction in the Company’s share price.
The primary driver of this impairment was management’s update to its long-range plan, which indicated lower estimated future cash flows for its North America reporting unit (in the Americas segment) as compared to the projections used in the prior goodwill impairment test performed as of October 1, 2022.
The senior notes bear interest at a rate of 4.75% per annum and mature on February 15, 2030. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s domestic subsidiaries.
Also, in May 2023, the Company issued $690 million aggregate principal amount of senior notes that bear interest at a rate of 7.250% per annum and mature on May 15, 2031. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s subsidiaries.
This increase was primarily due to higher sales and production levels, strong operating performance, benefits from the Company’s margin expansion initiatives, higher net prices and the non-recurrence of severe weather that impacted the Americas in the first quarter of 2021, partially offset by elevated asset project activity and unplanned production downtime, the unfavorable effects of changes in foreign currency exchange rates and the unfavorable impacts from divestitures in earlier periods. ​ ​ The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment operating profit - 2021 ​ $ 827 Net price (net of cost inflation) ​ $ 231 ​ ​ ​ ​ Sales volume ​ 10 ​ ​ ​ ​ Operating costs ​ (48) ​ ​ ​ ​ Effects of changing foreign currency exchange rates ​ ​ (31) ​ ​ ​ ​ Divestitures ​ ​ (29) ​ ​ ​ ​ Total net effect on segment operating profit ​ ​ ​ ​ 133 ​ Segment operating profit - 2022 ​ ​ ​ ​ $ 960 ​ ​ Americas: Segment operating profit in the Americas in 2022 was $472 million, compared to $456 million in 2021, an increase of $16 million, or 4%.
This increase was primarily due to higher net prices, strong operating performance, benefits from margin expansion initiatives and the favorable effects of changes in foreign currency exchange rates, partially offset by lower shipments, higher costs due to lower production volumes, driven by temporary curtailments of production to balance with lower demand, elevated planned project activity and the unfavorable impacts from divestitures in 2022. 33 Table of Contents The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ Segment operating profit - 2022 ​ $ 960 Net price (net of cost inflation) ​ $ 632 ​ ​ ​ ​ Sales volume ​ (205) ​ ​ ​ ​ Operating costs ​ (210) ​ ​ ​ ​ Effects of changing foreign currency exchange rates ​ ​ 29 ​ ​ ​ ​ Divestitures ​ ​ (13) ​ ​ ​ ​ Total net effect on segment operating profit ​ ​ ​ ​ 233 ​ Segment operating profit - 2023 ​ ​ ​ ​ $ 1,193 ​ ​ Americas: Segment operating profit in the Americas in 2023 was $511 million, compared to $472 million in 2022, an increase of $39 million, or 8%.
Operating costs will be negatively impacted from incremental costs for expansion project activity. ● The Company will continue to focus on long-term value creation, including advancing the MAGMA deployment. The Company remains on track with its first MAGMA greenfield plant in Kentucky starting in mid-2024. ● Cash provided by operating activities is expected to be approximately $850 million for 2023.
The Company remains on track with its first MAGMA greenfield plant in Kentucky starting in mid-2024. ● Cash provided by operating activities is expected to be approximately $750 million for 2024.
This increase was primarily due to approximately $29 million of noncontrolling interest recorded in 2022 associated with the gain on the sale of the Company’s glass tableware business in Colombia. ​ Net Earnings from Continuing Operations Attributable to the Company ​ For 2022, the Company recorded net earnings from continuing operations attributable to the Company of $584 million, or $3.67 per share (diluted), compared to $142 million, or $0.88 per share (diluted), in 2021.
This decrease was primarily due to the nonrecurrence of approximately $29 million of earnings attributable to non-controlling interest recorded in 2022 associated with the gain on the sale of Cristar. 35 Table of Contents Net Earnings (Loss) Attributable to the Company For 2023, the Company recorded a net loss attributable to the Company of $103 million, or $0.67 per share (diluted), compared to net earnings attributable to the Company of $584 million, or $3.67 per share (diluted), in 2022.
The Company has a near-term emissions reduction target validated by SBTi, which provides an emissions-reduction pathway that aligns with certain carbon-reduction scenarios.
The Company expects this pollution control equipment will be implemented in 2024 at an estimated cost of approximately $12 million. The Company has a near-term emissions reduction target validated by SBTi, which provides an emissions-reduction pathway that aligns with certain carbon-reduction scenarios.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+6 added−2 removed9 unchanged
Biggest changeThe 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. 49 Table of Contents ​ 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 general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current conflict between Russia and Ukraine and disruptions in supply of raw materials caused by transportation delays), (3) the impact of the COVID-19 pandemic and the various governmental, industry and consumer actions related thereto, (4) competitive pressures, consumer preferences for alternative forms of packaging or consolidation among competitors and customers, (5) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected, (6) unanticipated operational disruptions, including higher capital spending, (7) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (8) the Company’s ability to manage its cost structure, including its success in implementing restructuring or other plans aimed at improving the Company’s operating efficiency and working capital management, and achieving cost savings, (9) 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, (10) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (11) the Company’s ability to achieve its strategic plan, (12) unanticipated expenditures with respect to data privacy, environmental, safety and health laws, (13) the ability of the Company and the third parties on which it relies for information technology system support to prevent and detect security breaches related to cybersecurity and data privacy, (14) changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to refinance debt on favorable terms, (15) foreign currency fluctuations relative to the U.S. dollar, (16) changes in tax laws or U.S. trade policies, (17) risks related to recycling and recycled content laws and regulations, (18) 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 this Annual Report on Form 10-K. ​ It is not possible to foresee or identify all such factors.
Biggest changeThe 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 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 general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures, consumer preferences for alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory 50 Table of Contents management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected, (7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) seasonability of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) 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, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (13) any increases in the underfunded status of the Company’s pension plans, (14) 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, (15) 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, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative to the U.S. dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental legal requirements, (20) risks related to recycling and recycled content laws and regulations, (21) 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 this Annual Report on Form 10-K. ​ It is not possible to foresee or identify all such factors.
The Company’s interest rate risk management objective is to limit the impact of interest rate changes 48 Table of Contents on net income and cash flow, while minimizing interest payments and expense. To achieve this objective, the Company regularly evaluates its mix of fixed and floating-rate debt and, from time-to-time, may enter into interest rate swap agreements.
The Company’s interest rate risk management objective is to limit the impact of interest rate changes on net income and cash flow, while minimizing interest payments and expense. To achieve this objective, the Company regularly evaluates its mix of fixed and floating-rate debt and, from time-to-time, may enter into interest rate swap agreements.
At December 31, 2022, the net fair value of such contracts was a net liability of approximately $6 million. ​ Forward-Looking Statements This document contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended.
At December 31, 2023 and 2022, the net fair value of such contracts was a net liability of approximately $14 million and $6 million, respectively. Forward-Looking Statements This document contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended.
Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from (or payment of variable amounts to) a counterparty in exchange for the Company making (or receiving) fixed-rate payments. In 2022 and 2021, the Company has used interest rate swap agreements to effectively convert fixed-rate debt to variable-rate debt.
Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts 49 Table of Contents from (or payment of variable amounts to) a counterparty in exchange for the Company making (or receiving) fixed-rate payments. In 2022, the Company used interest rate swap agreements to effectively convert fixed-rate debt to variable-rate debt.
For purposes of disclosing the market risk inherent in its derivative financial instruments, the Company utilizes sensitivity analyses which assume no changes to factors other than foreign currency exchange rates and interest rates.
For purposes of disclosing the market risk inherent in its derivative financial instruments, the Company utilizes sensitivity analyses which assume no changes to factors other than foreign currency exchange rates and interest rates. The analyses do not reflect the complex market reactions that normally would arise from the market shifts modeled.
As of December 31, 2022, based on the outstanding balances on the Company’s variable-rate debt (including the effect of the swap contracts), a one percentage point change in interest rates would change the Company’s annual net interest expense by $23 million. ​ The following table provides information about the Company’s interest rate sensitivity related to its significant debt obligations, including interest rate swap agreements, at December 31, 2022.
At December 31, 2022, the net fair value of such swap contracts was a liability of approximately $44 million. As of December 31, 2023, based on the outstanding balances on the Company’s variable-rate debt (including the effect of the swap contracts), a one percentage point change in interest rates would change the Company’s annual net interest expense by $14 million.
As of December 31, 2022, the potential change in fair value for such financial instruments from a change of 10% in the quoted foreign exchange rates would be approximately $131 million. ​ Interest Rate Risk The Company’s interest expense is most sensitive to changes in the general level of interest rates applicable to the term loans under its Agreement (see Note 14 to the Consolidated Financial Statements for further information).
Interest Rate Risk The Company’s interest expense is most sensitive to changes in the general level of interest rates applicable to the term loans under its Agreement (see Note 14 to the Consolidated Financial Statements for further information).
At December 31, 2022 and 2021, the net fair value of such swap contracts was a net liability of approximately $55 million and a net liability of approximately $12 million, respectively.
The net fair value of these instruments was a net liability of approximately $52 million and $25 million at December 31, 2023 and 2022, respectively.
The primary international markets served by the Company’s subsidiaries are in Canada, China, Latin America (principally Brazil, Colombia, and Mexico), and Europe (principally France, Germany, Italy, the Netherlands, Poland, Spain, and the United Kingdom). In general, revenues earned and costs incurred by the Company’s major international operations are denominated in their respective local currencies.
Foreign Currency Exchange Rate Risk A substantial portion of the Company’s operations are conducted by subsidiaries outside the U.S. The primary international markets served by the Company’s subsidiaries are in Canada, China, Latin America (principally Brazil, Colombia, and Mexico), and Europe (principally France, Germany, Italy, the Netherlands, Poland, Spain, and the United Kingdom).
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. ​ ​ ​ 50 Table of Contents
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. ​ Additionally, certain forward-looking and other statements in this Annual Report on Form 10-K or other locations, such as the Company’s corporate website, regarding ESG matters are informed by various ESG standards and frameworks (which may include standards for the measurement of underlying data) and the interests of various stakeholders.
Consequently, the Company’s reported financial results have foreign currency exchange risk as a result of translation exposure. When the U.S. dollar strengthens against foreign currencies, the reported U.S. dollar value of local currency earnings generally decreases; when the U.S. dollar weakens against foreign currencies, the reported U.S. dollar value of local currency earnings generally increases.
When the U.S. dollar strengthens against foreign currencies, the reported U.S. dollar value of local currency earnings generally decreases; when the U.S. dollar weakens against foreign currencies, the reported U.S. dollar value of local currency earnings generally increases. The Company has hedged a portion of the net investment in international subsidiaries against fluctuations in the Euro through derivative financial instruments.
At December 31, 2022 and 2021, the net fair value of such swap contracts was a liability of approximately $44 million and a net asset of approximately $2 million, respectively.
At December 31, 2023 and 2022, the net fair value of such swap contracts was a net liability of approximately $107 million and $55 million, respectively. As of December 31, 2023, the potential change in fair value for such financial instruments from a change of 10% in the quoted foreign exchange rates would be approximately $152 million.
The table presents principal cash flows and related weighted-average interest rates by expected maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at (Dollars in millions) 2023 2024 2025 2026 2027 Thereafter Total 12/31/2022 Long-term debt at variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 44 ​ $ 797 ​ $ 84 ​ $ 84 ​ $ 1,208 ​ $ 26 ​ $ 2,243 ​ $ 2,270 Avg. principal outstanding ​ $ 2,221 ​ $ 1,800 ​ $ 1,360 ​ $ 1,276 ​ $ 630 ​ $ 26 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.46 % 6.62 % 5.35 % 5.39 % 5.39 % 5.28 % ​ ​ ​ ​ ​ Long-term debt at fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 256 ​ $ 8 ​ $ 1,134 ​ $ 8 ​ $ 614 ​ $ 408 ​ $ 2,428 ​ $ 2,347 Avg. principal outstanding ​ $ 2,300 ​ $ 2,168 ​ $ 1,597 ​ $ 1,026 ​ $ 715 ​ $ 408 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.06 % 4.68 % 5.36 % 6.07 % 5.05 % 4.75 % ​ ​ ​ ​ ​ ​ The Company believes the near-term exposure to interest rate risk of its debt obligations has not changed materially since December 31, 2022. ​ Commodity Price Risk The Company enters into commodity forward contracts and collars related to forecasted natural gas requirements, objectives of which are to limit the effects of fluctuations in the future market price paid for natural gas and the related volatility in cash flows.
The table presents principal cash flows and related weighted-average interest rates by expected maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at (Dollars in millions) ​ 2024 ​ 2025 ​ 2026 ​ 2027 ​ 2028 ​ Thereafter ​ Total 12/31/2023 Long-term debt at variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 63 ​ $ 80 ​ $ 80 ​ $ 1,202 ​ $ 8 ​ $ 3 ​ $ 1,436 ​ $ 1,440 Avg. principal outstanding ​ $ 1,404 ​ $ 1,333 ​ $ 1,253 ​ $ 612 ​ $ 7 ​ $ 3 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 6.36 % 6.43 % 6.46 % 6.46 % 5.51 % 5.51 % ​ ​ ​ ​ ​ Long-term debt at fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 79 ​ $ 887 ​ $ 21 ​ $ 629 ​ $ 675 ​ $ 1,113 ​ $ 3,404 ​ $ 3,458 Avg. principal outstanding ​ $ 3,366 ​ $ 2,883 ​ $ 2,429 ​ $ 2,104 ​ $ 1,452 ​ $ 1,113 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.29 % 5.92 % 6.49 % 5.74 % 5.40 % 6.06 % ​ ​ ​ ​ ​ ​ The Company believes the near-term exposure to interest rate risk of its debt obligations has not changed materially since December 31, 2023.
Removed
The analyses do not reflect the complex market reactions that normally would arise from the market shifts modeled. ​ Foreign Currency Exchange Rate Risk A substantial portion of the Company’s operations are conducted by subsidiaries outside the U.S.
Added
In general, revenues earned and costs incurred by the Company’s major international operations are denominated in their respective local currencies. Consequently, the Company’s reported financial results have foreign currency exchange risk as a result of translation exposure.
Removed
The Company has hedged a portion of the net investment in international subsidiaries against fluctuations in the European Euro through derivative financial instruments. The net fair value of these instruments was a net liability of approximately $25 million at December 31, 2022 and net liability of approximately $14 million at December 31, 2021.
Added
The following table provides information about the Company’s interest rate sensitivity related to its significant debt obligations, including interest rate swap agreements, at December 31, 2023.
Added
Commodity Price Risk The Company enters into commodity forward contracts and collars related to forecasted natural gas requirements, objectives of which are to limit the effects of fluctuations in the future market price paid for natural gas and the related volatility in cash flows.
Added
Accordingly, such information may not be, and should not be interpreted as necessarily being “material” under the federal securities laws for SEC reporting purposes, even if the Company uses the word “material” or “materiality” in such discussions.
Added
ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices, and the Company’s approach to and discussion of these matters may continue to evolve as well.
Added
For example, the Company’s disclosures may change due to revisions in framework requirements, availability of information, changes in its business or applicable governmental policies, or other factors, some of which may be beyond its control. ​ ​ ​ ​ 51 Table of Contents

Other OI 10-K year-over-year comparisons