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What changed in O-I Glass, Inc. /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of O-I Glass, Inc. /DE/'s 2024 and 2025 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 2025 report.

+301 added−291 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-12)

Top changes in O-I Glass, Inc. /DE/'s 2025 10-K

301 paragraphs added · 291 removed · 226 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeGiancarlo Currarino (48) ​ Senior Vice President, Business Operations Americas since August 1, 2024; Vice President, Global Business Operations August 2023 – July 2024; Managing Director, O-I South East Europe September 2021 – August 2023 ; Senior Vice President, Chief Technical Operations Officer July 2020 – September 2021; Senior Vice President and Chief Technology and Supply Chain Officer December 2016 – July 2020 James Dalton (50) ​ Senior Vice President, Chief Human Resources and Technology Officer since October 2024; Chief Human Resources and Technology Officer August 2024 – October 2024; Vice President, Global Change and Integration May 2023 – October 2024; Vice President, Global Human Resources December 2019 – May 2023.
Biggest changeJames Dalton (51) ​ Senior Vice President, Chief Human Resources and Technology Officer since October 2024; Chief Human Resources and Technology Officer August 2024 – October 2024; Vice President, Global Change and Integration May 2023 – October 2024; Vice President, Global Human Resources December 2019 – May 2023.
Several jurisdictions, including the states of California and Washington in the U.S., Mexico, the Canadian federal government and the province of Quebec, among others, have adopted legislation aimed at reducing GHG emissions, either by explicitly price-based (e.g., carbon tax) or cap-and-trade programs. In South American countries, national and local governments are also considering potential regulations to reduce GHG emissions.
Several jurisdictions, including the states of California and Washington in the U.S., Mexico, the Canadian federal government, the province of Quebec and Brazil among others, have adopted legislation aimed at reducing GHG emissions, either by explicitly price-based (e.g., carbon tax) or cap-and-trade programs. In South American countries, national and local governments are also considering potential regulations to reduce GHG emissions.
These operating principles are: making safety its number one priority; operating with transparency, teamwork and inclusivity; driving productivity, continuous improvement, and sustainability; building shared value with our customers; strengthening leadership through the business; and using economic profit to drive value creation.
These operating principles are: making safety its number one priority; operating with transparency, teamwork and inclusivity; driving productivity, continuous improvement, and sustainability; building shared value with its customers; strengthening leadership through the business; and using economic profit to drive value creation.
This involves reshaping selling, general, and administrative expenses, enhancing total organizational effectiveness, and optimizing the value chain. By improving productivity and reducing costs, the Company aims to drive economies of scale across the manufacturing network.
This involves reshaping selling, general, and administrative expenses, enhancing total organizational effectiveness, and optimizing the value chain and its network. By improving productivity and reducing costs, the Company aims to drive economies of scale across the manufacturing network.
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. 7 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 12, 2025.
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. 7 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 12, 2026.
As of December 31, 2024, 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, 2025, 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.
Sales and Markets The Company’s principal markets for glass container products are in the Americas and Europe. Americas. 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.
Sales and Markets The Company’s principal markets for glass container products are in the Americas and Europe. Americas. The Company has 30 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.
The Company is one of the leaders in the glass container segment of the rigid packaging market in the European countries in which it operates, with 34 glass container manufacturing plants located in the Czech Republic, Estonia, France, Germany, Hungary, Italy, the Netherlands, Poland, Spain and the United Kingdom.
The Company is one of the leaders in the glass container segment of the rigid packaging market in the European countries in which it operates, with 33 glass container manufacturing plants located in the Czech Republic, Estonia, France, Germany, Hungary, Italy, the Netherlands, Poland, Spain and the United Kingdom.
In the Americas’ businesses in the U.S. and Canada, more than 90% of the sales volume is represented by customer contracts that contain provisions that pass the commodity price of natural gas to the customer, effectively reducing the region’s exposure to changing natural gas market prices.
In the Americas’ businesses in the U.S. and Canada, more than 89% of the sales volume is represented by customer contracts that contain provisions that pass the commodity price of natural gas to the customer, effectively reducing the region’s exposure to changing natural gas market prices.
To facilitate talent attraction and retention, the Company seeks to provide a safe, inclusive, motivating 6 Table of Contents and collaborative work environment with opportunities for its employees to grow and develop in their careers, regardless of background, to support employees through strong compensation, benefits and health and wellness programs, and identify 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, motivating and collaborative work environment with opportunities for its employees to grow and develop in their careers, regardless of background, to support employees through strong compensation, benefits and health and wellness programs, and identify programs that strive to build connections between its employees and their communities.
Name and Age Position Gordon J. Hardie (61) ​ Chief Executive Officer since May 2024; President, Food & Ingredients at Bunge Ltd. 2018 – 2019; Managing Director at Bunge Ltd. 2011 – 2017; Managing Director at Morningside Partners, 2009 – 2011. ​ Darrow A.
Name and Age ​ ​ ​ Position Gordon J. Hardie (62) ​ Chief Executive Officer since May 2024; President, Food & Ingredients at Bunge Ltd. 2018 – 2019; Managing Director at Bunge Ltd. 2011 – 2017; Managing Director at Morningside Partners, 2009 – 2011. ​ Darrow A.
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 three years. The Company is also exploring various energy efficiency initiatives as well as the use of renewable energy and alternative lower-carbon fuels.
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 three years. 3 Table of Contents 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. While the Company cannot predict precisely how 3 Table of Contents these efforts may impact its operations, the Company anticipates purchasing renewable electricity certificates (“RECs”) to meet at least a portion of these obligations.
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.
Randolph Burns (56) ​ Senior Vice President, Chief Administration and Sustainability Officer since October 2024; Vice President, Chief Sustainability and Corporate Affairs Officer April 2020 – October 2024; Vice President, Global Government Affairs & Legal Legacy Strategy December 2019 – April 2020; Vice President, Asbestos Litigation June 2017 – December 2019.
Randolph Burns (57) ​ Senior Vice President, Chief Administration and Sustainability Officer since October 2024; Vice President, Chief Sustainability and Corporate Affairs Officer April 2020 – October 2024; Vice President, Global Government Affairs & Legal Legacy Strategy December 2019 – April 2020; Vice President, Asbestos Litigation June 2017 – December 2019.
Throughout Europe, the Company competes directly with a variety of glass container manufacturers including Verallia, Ardagh Group, Vetropack, Vidrala and BA Vidro. 2 Table of Contents In addition to competing with other large and well-established manufacturers in the glass container segment, the Company competes in all regions with manufacturers of other forms of rigid packaging, principally aluminum cans and plastic containers.
Throughout Europe, the Company competes directly with a variety of glass container manufacturers including Verallia, Ardagh Group, Vetropack, Vidrala and BA Vidro. In addition to competing with other large and well-established manufacturers in the glass container segment, the Company competes in all regions with manufacturers of other forms of rigid packaging, principally aluminum cans and plastic containers.
The Company’s manufacturing facilities that operate in EU countries that are subject to the EU Emissions Trading Scheme must surrender an amount of emissions allowances equal to the volume of their CO 2 emissions, and if emissions exceed permitted volumes and allowances, purchase allowances in the market. The Company annually purchases 5 Table of Contents additional allowances under the EUETS.
The Company’s manufacturing facilities that operate in EU countries that are subject to the EU Emissions Trading Scheme must surrender an amount of emissions allowances equal to the volume of their CO 2 emissions, and if emissions exceed permitted volumes and allowances, purchase allowances in the market. The Company annually purchases additional allowances under the EUETS.
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 5 Table of Contents 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.
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 64 glass manufacturing plants.
The Company strives to abide by and uphold such laws and regulations. Glass Recycling, Deposit Return Systems, and Extended Producer Responsibility The Company is an important contributor to recycling efforts worldwide and is among the largest users of recycled glass.
The Company strives to abide by and uphold such laws and regulations. 4 Table of Contents Glass Recycling, Deposit Return Systems, and Extended Producer Responsibility The Company is an important contributor to recycling efforts worldwide and is among the largest users of recycled glass.
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 64 glass manufacturing plants in 18 countries.
Abrahams (51) ​ 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 (55) ​ Senior Vice President and Chief Sales and Marketing Officer since October 2017; Vice President of Sales and Marketing, Europe 2015 – 2017.
Abrahams (52) ​ 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 (56) ​ Senior Vice President and Chief Sales and Marketing Officer since October 2017; Vice President of Sales and Marketing, Europe 2015 – 2017.
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 2 Table of Contents manufacture glass containers in Italy.
This program is focused on the reduction of redundant production capacity and the optimization of its network, as well as streamlining other costs, such as selling, general and administrative expenses. This program is expected to last at least through 2025.
This program is focused on the reduction of redundant production capacity and the optimization of its network, as well as streamlining other costs, such as selling, general and administrative expenses. The Fit to Win initiative is expected to last at least through 2026.
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.
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 6 Table of Contents partners.
Haudrich (57) ​ 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. ​ ​ 8 Table of Contents
Haudrich (58) ​ 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.
The Company has approximately 21,000 employees and 69 plants spread across 19 countries. The Company’s operating principles drive its behaviors.
The Company has approximately 19,000 employees and 64 plants spread across 18 countries. The Company’s operating principles drive its behaviors.
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 continually monitors its operations in relation to significant climate-change risks and environmental impact, has set environmental and climate-related goals and invests in projects to improve the environmental profile of its products and/or operations.
The EPA’s GHG regulations continue to evolve, as the structure and scope of the regulations are often the subject of litigation and federal legislative activity. New GHG regulations in any national or sub-national jurisdiction where the Company operates could have a significant long- term material impact on the Company’s operations that are affected by such regulations.
New GHG regulations in any national or sub-national jurisdiction where the Company operates could have a significant long- term material impact on the Company’s operations that are affected by such regulations.
Some specific examples of steps taken by the Company to advance sustainability include: assigning responsibility for sustainability oversight to the Nominating/Corporate Governance Committee of the Company’s Board of Directors, establishing a Global Sustainability Leadership Team led by the Chief Administrative & Sustainability Officer who reports to the Chief Executive Officer, establishing a near-term emissions reduction target, 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. 4 Table of Contents 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.
Some specific examples of steps taken by the Company to advance sustainability include: assigning responsibility for sustainability oversight to the Nominating/Corporate Governance Committee of the Company’s Board of Directors, establishing a Global Sustainability Leadership Team led by the Chief Administrative & Sustainability Officer who reports to the Chief Executive Officer, establishing a near-term emissions reduction target, 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.
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, 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, Campari, Carlsberg, Coca-Cola, Diageo, Heineken, Molson Coors, Nestle, and Pernod Ricard.
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 engaged employees. Available Information The Company’s website is www.o-i.com.
These efforts, combined with its values and behaviors, advances the Company’s ambition to be a simple, agile, and performance-based organization energized by engaged employees. Available Information The Company’s website is www.o-i.com.
A significant portion of the Company’s employees in the Americas are hourly workers covered by collective bargaining agreements. In Europe, a large number of the Company’s employees are employed in countries with employment laws that provide greater bargaining or other rights to employees than the laws of the U.S.
In Europe, a large number of the Company’s employees are employed in countries with employment laws that provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require the Company to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements.
Emmanuelle Guerin (50) ​ Senior Vice President, Business Operations Europe since October 2024. Vice President Global Auto Parts and Commercial Vehicles at PPG Industries, Inc.
Vice President Global Auto Parts and Commercial Vehicles at PPG Industries, Inc.
Since undertaking this review, the Company has announced the idling of capacity or closing of facilities involving eight furnaces and approximately 1,500 job eliminations. The Company believes these actions will contribute to optimizing shareholder returns.
Since undertaking this review, the Company has announced the idling of capacity or closing of a number of facilities and job eliminations. The Company believes these actions will contribute to optimizing shareholder returns. Company Strategy The Company has established a new vision: Together, we put the power of glass within reach of everyone, every day.
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 product innovation, manufacturing process control, melting technology, automatic inspection, light-weighting and further automation of manufacturing activities.
The Company primarily focuses on advancements in the areas of product innovation, manufacturing process control, automatic inspection, light-weighting and further automation of manufacturing activities. In the second quarter of 2025, the Company revised its approach regarding the use of research, development and engineering activities from those reported in previous years.
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.
The MAGMA program was the name given to the Company’s investments in modular glass melting furnaces and melting, fining, raw material and forming technologies, which sought to reduce the amount of capital required to install, rebuild and operate glass manufacturing lines and improve the ability to easily turn on and off glass manufacturing lines and adjust based on seasonality.
For the year ended December 31, 2024, 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.
For more information, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change.” Research, Development and Engineering The Company’s research and development activities are conducted principally at its corporate facilities in Perrysburg, Ohio.
Sustainability/ESG and Workplace Safety The Company is committed to enhancing its sustainability.
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 enhancing its sustainability.
Such employment rights require the Company to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. The Company considers its employee relations to be good and does not anticipate any material work stoppages in the near term.
The Company considers its employee relations to be good and does not anticipate any material work stoppages in the near term. 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.
Removed
The term “Company,” as used herein and unless otherwise stated or indicated by context, refers to Owens-Illinois, Inc. and its affiliates (“O-I”) prior to the Corporate Modernization (as defined in Note 1 to the Consolidated Financial Statements) and to O-I Glass, Inc. and its affiliates (“O-I Glass”) after the Corporate Modernization.
Added
The Company had one customer, which is a customer in both the Europe and Americas segments, that accounted for approximately 10% of consolidated net sales for the year ended December 31, 2025. The Company sells most of its glass container products directly to customers under annual or multi-year supply agreements.
Removed
Company Strategy The Company has established a new vision: Together, to put the power of glass within reach of everyone, every day.
Added
For the year ended December 31, 2025, the Company recognized approximately $4 million of expense related to the purchase of RECs.
Removed
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. Since 2022, the Company has been implementing its MAGMA program using a multi-generation development roadmap.
Added
Following a comprehensive evaluation, the Company decided to halt further MAGMA development and operations.
Removed
In the third quarter of 2024, the Company completed construction of a greenfield facility in Bowling Green, Kentucky that utilizes the MAGMA technology and commenced production. As of the end of 2024 and into 2025, the Company continues to ramp up production at this facility.
Added
The Company concluded that the MAGMA program had not met the operational and financial thresholds required. As a result of the decision to halt the MAGMA program, the Company recorded approximately $104 million of restructuring, asset impairment and other charges in the second quarter of 2025.
Removed
The Company is focused on commercializing the Bowling Green plant and validating key MAGMA assumptions on an industrial scale. However, in line with the Company’s strategy to use an economic profit framework for capital allocation decisions, MAGMA must also achieve economic profitability within a reasonable timeframe in addition to successfully achieving key production and commercial milestones.
Added
In addition, future spending on research, development and engineering activities is expected to significantly decline given the decision to halt further MAGMA development and operations.
Removed
This recent objective applies to all of the Company’s plants, including those using MAGMA. The Company will continue to evaluate the MAGMA program in 2025 as commercialization activities progress at the Bowling Green plant.
Added
The Company intends to continue with its plans to roll out ULTRA, its proprietary technology which seeks to reduce the weight of its glass containers by up to 30%, and expects to work closely with select third-party vendors in a strategic way to assist with future research, development and engineering needs for those projects in which additional resources or expertise are needed.
Removed
As of the end of 2024, the Company has paused development on the final phase of the MAGMA program, known as Generation 3, until commercialization activities are completed at the Bowling Green plant.
Added
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.
Removed
Likewise, the Company intends to roll out ULTRA, a proprietary technology that can reduce the weight of our glass containers by up to 30%, to improve convenience, reduce logistics costs and Greenhouse Gas emissions. ​ 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.
Added
In parallel with the implementation of the Carbon Border Adjustment Mechanism (CBAM) for imported products, the free allocation of allowances under the EUETS is expected to be phased out from 2026 to 2034 (with free allowances decreasing year over year during this period).
Removed
The Company seeks to make strategic investments into developing employees and the talent pipeline. To assess and improve employee retention and engagement, the Company surveys employees with the assistance of third-party consultants and seeks to identify relevant actions to address any areas of employee concern.
Added
The EPA’s GHG regulations continue to evolve, as the structure and scope of the regulations are often the subject of litigation and federal legislative activity.
Added
The EPA has also proposed to rescind the 2009 GHG endangerment finding, which serves as the foundation for the agency’s regulation of GHG emissions; however, the ultimate outcome of this proposal is uncertain and may result in additional actions by other policymakers. For example, the State of New York recently adopted regulations requiring GHG emissions reporting from certain companies.
Added
The Company seeks to make strategic investments into developing employees and the talent pipeline. To support retention and engagement, the Company evaluates workforce feedback and implements initiatives aimed at improving employee experience and addressing areas of concern. A significant portion of the Company’s employees in the Americas are hourly workers covered by collective bargaining agreements.
Added
Donato Giorgio (52) ​ Senior Vice President, Chief Supply Officer since November 2025. President, Global Supply Chain at Essity January 2021 – October 2025; President, Global Manufacturing at Essity January 2019 – January 2021; President, Global Supply Tissue and Global Procurement March 2015 – December 2018. Emmanuelle Guerin (51) ​ Senior Vice President, Business Operations Europe since October 2024.
Added
Eduardo Restrepo (44) ​ Senior Vice President, Business Operations Americas since February 2025. Managing Director O-I Mexico July 2024 – February 2025; Vice President, Global Manufacturing Operations September 2020 – August 2024; Vice President, Global Supply Chain and Cost Transformation January 2017 – August 2020. ​ ​ 8 Table of Contents

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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; ● Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports or exports from or to countries where the Company manufactures or sells, or its customers sells, its products may affect the prices of and demand for 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; 9 Table of Contents ● 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.
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, economic and legal 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 and uncertainty surrounding international trade policies and regulations, changes in U.S. immigration policies, as well as disputes and protectionist measures, could negatively affect consumer demand for the Company’s products; ● Cost inflation, including as a result of imposition of or increase in tariffs, 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; ● Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports or exports from or to countries where the Company manufactures or sells, or its customers sells, its products may affect the prices of and demand for the Company’s products; 9 Table of Contents ● 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, and may lead to adverse changes in the availability, terms and cost of capital; ● 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; ● 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; and ● Legal proceedings arising from the Company’s business, including governmental investigations and other government actions could be costly, time-consuming and disruptive to the Company’s operations.
Beginning in 2024, the Company commenced a strategic review of its global profitability and manufacturing footprint, known as its Fit to Win initiative. This program is focused on the reduction of redundant production capacity and the optimization of its network, as well as streamlining other costs, such as selling, general and administrative expenses.
Beginning in 2024, the Company commenced a strategic review of its global profitability and manufacturing footprint, known as its Fit to Win initiative. This initiative is focused on the reduction of redundant production capacity and the optimization of its network, as well as streamlining other costs, such as selling, general and administrative expenses.
Several jurisdictions, including the states of California and Washington in the U.S., Mexico, the Canadian federal government, and the province of Quebec, among others, have adopted legislation aimed at reducing GHG emissions, either by explicitly price-based (e.g., carbon tax) or cap-and-trade programs.
Several jurisdictions, including the states of California and Washington in the U.S., Mexico, the Canadian federal government, the province of Quebec and Brazil among others, have adopted legislation aimed at reducing GHG emissions, either by explicitly price-based (e.g., carbon tax) or cap-and-trade programs.
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.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions, government-mandated curtailments or government-imposed allocations, tariffs or other adverse repercussions on energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities.
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.
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 14 Table of Contents 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.
The Company’s European operations typically purchase natural gas under mid- to long-term supply arrangements with terms that range from one to three years and through these agreements typically agree on price with the relevant supplier in advance of the period in which the natural gas will be delivered, which shields the Company from the full impact of increased natural gas prices, while such agreements remain in effect.
The Company’s European operations typically purchase natural gas under mid- to long-term supply arrangements with terms that range from one to three years and, through these agreements, typically agree on a portion of the price with the relevant supplier in advance of the period in which the natural gas will be delivered, which shields the Company from the full impact of increased natural gas prices, while such agreements remain in effect.
RISK FACTOR S Risks Related to the Company’s Business and Industry Global Profitability Improvement Initiatives—The Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win program, including expected impacts from production curtailments, reductions in force and furnace closures, could have a material adverse effect on operations and financial condition.
RISK FACTOR S Risks Related to the Company’s Business and Industry Global Profitability Improvement Initiatives—The Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected impacts from production curtailments, reductions in force and furnace closures, could have a material adverse effect on operations and financial condition.
For example, many of these initiatives rely on methodologies, standards, or data that are complex, still evolving, and subject to varying interpretations. The Company’s approach to ESG matters also evolves over time, and there can be no guarantee that our approach will align with the expectations or preferences of any particular stakeholder.
For example, many of these initiatives rely on methodologies, standards, or data that are complex, still evolving, and subject to varying interpretations. The Company’s approach to ESG matters also evolves over time, and there can be no guarantee that its approach will align with the expectations or preferences of any particular stakeholder.
As of December 31, 2024, 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, 2025, 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.
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. ​ 14 Table of Contents 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.
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.
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.
The global credit, financial, political, economic and legal environment can be negatively impacted by numerous events or occurrences, including political events, trade policies and disputes, acts of terrorism, hostilities or wars, natural disasters and public health issues, such as a pandemic.
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 2024 may have indicated an impairment of the goodwill related to the Company’s two other reporting units.
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 2025 may have indicated an impairment of the goodwill related to the Company’s two other reporting units.
Should the regulators significantly restrict the number of emissions allowances 20 Table of Contents allocated for free to the Company’s plants, or significantly restrict the total number of emissions allowances available in the market, or if the price of such allowances increases significantly, these events 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 and cash flows.
Should the regulators significantly restrict the number of emissions allowances allocated for free to the Company’s plants, or significantly restrict the total number of emissions allowances available in the market, or if the price of such allowances increases significantly, these events 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 and cash flows.
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.
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 20 Table of Contents 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.
Changes in consumer preferences for the food and beverages they consume, changes in customer inventory management practices and down-trading to products packaged in other substrates (especially during inflationary periods) have reduced and may continue to reduce demand for the Company’s products.
Changes in consumer preferences for the food and beverages they consume, changes in customer inventory management practices and changes to products packaged in other substrates (especially during inflationary periods) have reduced and may continue to reduce demand for the Company’s products.
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 and hydrological 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.” 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 64 manufacturing facilities in 18 different countries.
In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. The occurrence of any of the foregoing could have a material adverse effect on the Company’s consolidated assets or results of operations.
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 10 Table of Contents at reasonable prices or at all. The occurrence of any of the foregoing could have a material adverse effect on the Company’s consolidated assets or results of operations.
In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from the Company’s customers may have a material adverse effect on operations.
In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring 11 Table of Contents customer and the company acquired. Increased pricing pressures from the Company’s customers may have a material adverse effect on operations.
Given fluctuations in foreign currency exchange rates, this may cause these regions to experience inflationary or deflationary impacts to their raw material costs. 12 Table of Contents 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.
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 California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, is similar in many respects to the GDPR but also includes a private right of action and potential statutory damages exposure for certain types of data breaches.
In addition, the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, is similar in many respects to the GDPR but also includes a private right of action and potential statutory damages 16 Table of Contents exposure for certain types of data breaches.
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.
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.
The security and privacy measures these third parties implement may not be sufficient to anticipate, identify, detect or prevent cyberattacks or security incidents that could have a material adverse effect on the Company’s business, financial condition, results of operations and 15 Table of Contents cash flows.
The security and privacy measures these third parties implement may not be sufficient to anticipate, identify, detect or prevent cyberattacks or security incidents that could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
The Company’s indebtedness could: ● Increase vulnerability to general adverse economic and industry conditions; ● Increase vulnerability to interest rate increases for the portion of the debt under the secured credit agreement, as well as the refinancing of any senior notes in the future; ● Require the Company to dedicate a substantial portion of cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions, share repurchases, development efforts and other general corporate endeavors; ● Limit flexibility in planning for, or reacting to, changes in the Company’s business and the rigid packaging market; ● Place the Company at a competitive disadvantage relative to its competitors that have less debt; and ● Limit the Company’s ability to borrow additional funds. 16 Table of Contents Ability to Service Debt—To service its indebtedness, the Company will require a significant amount of cash.
The Company’s indebtedness could: ● Increase vulnerability to general adverse economic and industry conditions; ● Increase vulnerability to interest rate increases for the portion of the debt under the secured credit agreement, as well as the refinancing of any senior notes in the future; ● Require the Company to dedicate a substantial portion of cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions, share repurchases, development efforts and other general corporate endeavors; ● Limit flexibility in planning for, or reacting to, changes in the Company’s business and the rigid packaging market; ● Place the Company at a competitive disadvantage relative to its competitors that have less debt; and ● Limit the Company’s ability to borrow additional funds.
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.
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.
A 19 Table of Contents significant order or judgment against the Company, the loss of a significant permit or license or the imposition of a significant fine may have a material adverse effect on operations or to the Company’s reputation as it focuses on its sustainability initiatives and targets.
A significant order or judgment against the Company, the loss of a significant permit or license or the imposition of a significant fine may have a material adverse effect on operations or to the Company’s reputation as it focuses on its sustainability initiatives and targets.
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.
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 17 Table of Contents replacements, improvements and expansions, sell assets, restructure debt, and/or obtain additional debt or equity financing.
Joint Ventures—Failure by joint venture partners to observe their obligations could have a material adverse effect on operations. A portion of the Company’s operations is conducted through joint ventures, including joint ventures in the Americas and Europe segments and one joint venture in the Asia Pacific region that is included in Retained corporate costs and other.
Joint Ventures—Failure by joint venture partners to observe their obligations or commit additional capital could have a material adverse effect on operations. A portion of the Company’s operations is conducted through joint ventures, including joint ventures in the Americas and Europe segments and one joint venture in the Asia Pacific region that is included in Retained corporate costs and other.
Approximately 85% 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.
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.
The Company competes with each rigid packaging competitor, including new entrants in the markets where the Company sells products, 10 Table of Contents on the basis of price, input costs, quality, service and the marketing and functional attributes of the container.
The Company competes with each rigid packaging competitor, including new entrants in the markets where the Company sells products, on the basis of price, input costs, quality, service and the marketing and functional attributes of the container.
The Company is party to a number of collective bargaining agreements with labor unions, which at December 31, 2024 covered approximately 71% of the Company’s employees directly associated with its operations in the U.S. and Canada. The principal collective bargaining agreement in the U.S. and Canada will expire on March 31, 2025.
The Company is party to a number of collective bargaining agreements with labor unions, which at December 31, 2025 covered approximately 72% of the Company’s employees directly associated with its operations in the U.S. and Canada. The principal collective bargaining agreement in the U.S. and Canada will expire on March 31, 2028.
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, 2024 totaled $1.32 billion, representing approximately 15% 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, 2025 totaled $1.49 billion, representing approximately 16% of total assets.
The Company contributed $32 million, $32 million and $26 million to its defined benefit pension plans in 2024, 2023 and 2022, 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.
The Company contributed $34 million, $32 million and $32 million to its defined benefit pension plans in 2025, 2024 and 2023, 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.
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, 2024, the Company’s debt that is subject to variable interest rates represented approximately 28% 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, 2025, the Company’s debt that is subject to variable interest rates represented approximately 30% of total debt.
The Company’s ability to generate cash and refinance certain indebtedness depends on many factors beyond its control. The Company’s ability to make payments on, to refinance its indebtedness and to fund working capital, capital expenditures, acquisitions, development efforts and other general corporate endeavors depends on its ability to generate cash in the future.
The Company’s ability to make payments on, to refinance its indebtedness and to fund working capital, capital expenditures, acquisitions, development efforts and other general corporate endeavors depends on its ability to generate cash in the future.
This program is expected to last at least through 2025. Since 2024, this program has resulted in significant cumulative pre-tax charges and cash outflows for severance and other exit costs, and future actions under this program, or similar profitability initiatives, may result in additional costs.
The Fit to Win initiative is currently expected to last at least through 2026. Since 2024, this program has resulted in significant cumulative pre-tax charges and cash outflows for severance and other exit costs, and future actions under this program, or similar profitability initiatives, may result in additional costs.
A number of factors may adversely affect the labor force available to the Company, including unemployment subsidies, the need for enhanced health and safety protocols and government regulations in the jurisdictions in which it 13 Table of Contents operates.
A number of factors may adversely affect the labor force available to the Company, including unemployment subsidies, the need for enhanced health and safety protocols, changes in immigration policies and government regulations in the jurisdictions in which it operates.
The Company’s manufacturing facilities currently receive a certain amount of allowances for free from national regulators, and, if the actual level of emissions for any facility exceeds its allocated allowance, additional allowances can be bought to cover deficits. Conversely, if the actual level of emissions for any facility is less than its allocation, the excess allowances can be sold.
The Company’s manufacturing facilities currently receive a certain amount of allowances for free from national regulators, and, if the actual level of emissions for any facility exceeds its allocated allowance, additional allowances can be bought to cover deficits.
The Directive required member states to incorporate similar provisions into their respective domestic laws, with the rules to initially become effective for fiscal years starting on or after December 31, 2023. Other countries outside the EU have taken similar actions.
On December 15, 2022, EU member states unanimously adopted the OECD Minimum Tax Directive (the “Directive”). The Directive required member states to incorporate similar provisions into their respective domestic laws, with the rules to initially become effective for fiscal years starting on or after December 31, 2023. Other countries outside the EU have taken similar actions.
The Company operates manufacturing and other facilities throughout the world. Net sales from non-U.S. operations totaled approximately $4.8 billion, representing approximately 74% of the Company’s net sales for the year ended December 31, 2024. Operations outside the U.S. that accounted for 10% or more of consolidated net 17 Table of Contents sales in 2024 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 $4.7 billion, representing approximately 73% of the Company’s net sales for the year ended December 31, 2025. Operations outside the U.S. that accounted for 10% or more of consolidated net sales in 2025 were in France, Italy and Mexico.
The Company has a significant amount of debt. As of December 31, 2024 and December 31, 2023, the Company had approximately $5.0 billion and $4.9 billion of total debt outstanding, respectively.
The Company has a significant amount of debt. As of both December 31, 2025 and December 31, 2024, the Company had approximately $5.0 billion of total debt outstanding.
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.
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, lower alcohol consumption and customer destocking to adjust inventory management practices.
These additional tariffs, as well as a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies may have introduced significant uncertainty into the market and may affect the prices of and demand for the Company’s products, which could have a negative impact on the Company’s results of operations.
Changes in tariff and trade policies, including new or additional tariffs, a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies have introduced, and may continue to introduce, significant uncertainty into the market and affect the prices of and demand for the Company’s products, which could have a negative impact on the Company’s results of operations.
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.
As a result, its business, financial condition, results of operations or ability to transition to lower carbon operations could be adversely affected. ​ 12 Table of Contents Supply Chain Disruptions—The Company’s capital expenditure plans have been, and may continue to be, affected by supply chain disruptions.
If the Company fails to complete any of these initiatives or activities, or if the results of these initiatives and activities do not lead to the expected cost savings, the Company’s financial results could be negatively impacted. Global Economic Environment—The global credit, financial and economic environment could have a material adverse effect on operations and financial condition.
If the Company fails to complete any of these initiatives or activities, or if the results of these initiatives and activities do not lead to the expected cost savings, the Company’s financial results could be negatively impacted.
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.
Competition—The Company faces intense competition from other glass container producers and makers of alternative forms of packaging, as well as consolidation among competitors. Competitive pressures could adversely affect the Company’s financial health.
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 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.
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 (the “Directive”).
Focus areas include a Minimum Tax Directive including a global minimum tax of 15%, and base erosion and profit shifting, including 19 Table of Contents situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.
The EPA’s GHG regulations continue to evolve, as the structure and scope of the regulations are often the subject of litigation and federal legislative activity. New GHG regulations in any national or sub-national jurisdiction where the Company operates could have a significant long-term material impact on the Company’s operations that are affected by such regulations.
New GHG regulations in any national or sub-national jurisdiction where the Company operates could have a significant long-term material impact on the Company’s operations that are affected by such regulations.
Companies that do not adapt to or comply with expectations and standards on ESG matters as they continue to evolve, or that are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition or stock price of such a company could be materially and adversely affected. 21 Table of Contents From time to time, the Company engages in certain voluntary initiatives (such as disclosures) regarding ESG-related matters to improve the ESG profile of the Company or respond to stakeholder expectations; however, such initiatives often impose additional costs, and there is no guarantee that they may be completed either in the manner or timing initially intended or, in either case, have the desired effect.
Companies that do not adapt to or comply with expectations and standards on ESG matters as they continue to evolve, or that are perceived to have not responded appropriately to the growing concern for 22 Table of Contents ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition or stock price of such a company could be materially and adversely affected.
For example, during 2023 and 2024, the Company experienced elevated inventory destocking across the value chain, especially related to wine, spirits and beer customers, and soft consumer consumption activity, which negatively impacted the Company’s glass container shipments.
In periods of lower demand or when customers are destocking, the Company’s sales and production levels have decreased. For example, since 2023, the Company has experienced elevated inventory destocking across the value chain, especially related to wine, spirits and beer customers, and soft consumer consumption activity, which negatively impacted the Company’s glass container shipments.
If the Company is unable to continue to improve this glass melting technology through research and development or licensing of new technology, or implement such technology in a manner that achieves economic profitability within a reasonable timeframe in addition to successfully achieving key production and commercial milestones, the Company may not be able to remain competitive with other packaging manufacturers.
However, if the Company is unable to improve its glass melting technology through research and development or licensing of new technology, or implement such technology in a cost-effective manner, the Company may not be able to remain competitive with other packaging manufacturers.
The Company’s success depends partially on its ability to improve its glass melting technology and introduce productivity processes and network optimization actions that lead to the emission of less carbon. One of these new technologies, known as the MAGMA program, seeks to reduce the amount of capital required to install, rebuild and operate the Company’s furnaces.
The Company’s success depends partially on its ability to improve its glass melting technology and introduce productivity processes and network optimization actions that lead to the emission of less carbon.
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.
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.
Cybersecurity and Data Privacy—Security incidents affecting the Company or critical third-party service providers could materially impact its business, reputation and results of operations by disrupting business operations or compromising critical and confidential information.
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 critical third-party service providers could materially impact its business, reputation and results of operations by disrupting business operations or compromising critical and confidential information.
This, along with efforts by some policymakers to constrain companies’ efforts on ESG matters, may increase the complexity and cost of compliance, as well as any associated risks. The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to evolve.
Such requirements are not uniform and may not be evenly interpreted or applied. This, along with efforts by some policymakers to constrain companies’ efforts on ESG matters, may increase the complexity and cost of compliance, as well as any associated risks.
The U.S. has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. In February 2025, the U.S. imposed additional tariffs on imports from China 18 Table of Contents and announced and subsequently paused implementation of tariffs on imports from Canada and Mexico.
In 2025, the U.S. accelerated a shift in U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. In February 2025, the U.S. imposed new and/or additional tariffs on imports from Canada, China, Mexico and the European Union. Some of these countries subsequently announced retaliatory tariffs.
The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches and aseptic cartons, in serving the packaging needs of certain end-use markets, including juice customers.
The Company is subject to significant competition from other glass container producers, as well as from makers of alternative forms of packaging, such as aluminum cans and plastic containers. The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches and aseptic cartons, in serving the packaging needs of certain end-use markets, including juice 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. 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.
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.
Other regulations may also have a material impact. For example, various policymakers, including the SEC, European Union, and the State of California, have adopted or are considering adopting rules that would require companies to engage in certain climate- or other ESG-related disclosures or actions. Such requirements are not uniform and may not be evenly interpreted or applied.
Continued growth in sustainability-focused regulation presents an increasing risk to the Company’s business. For example, various policymakers have adopted or are considering adopting rules—including the EU’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive and the state of California’s climate reporting requirements—that would require companies to engage in certain climate- or other ESG-related disclosures or actions.
Removed
New Glass Melting Technologies—The Company’s inability to develop or apply new glass melting technology, including in a manner that achieves economic profitability within a reasonable timeframe in addition to successfully achieving key production and commercial milestones, may affect its ability to transition to lower-carbon processes and competitiveness.
Added
In connection with the Fit to Win initiative, in the second quarter of 2025, the Company decided to halt further MAGMA development and operations. With the halt of the MAGMA program, the Company’s Fit to Win initiative is now intended to be the primary program to drive higher output at lower operating costs.
Removed
It also is focused on the ability of these assets to be more easily turned on and off or adjusted based on seasonality and customer demand, utilize more recycled glass, produce lighter containers and use lower-carbon fuels. Since 2022, the Company has been implementing its MAGMA program using a multi-generation development roadmap.
Added
Global Economic and Legal Environment—The global credit, financial, political, economic and legal environment could have a material adverse effect on operations and financial condition.
Removed
In the third quarter of 2024, the Company completed construction of a greenfield facility in Bowling Green, Kentucky that utilizes the MAGMA technology and commenced production. As of the end of 2024 and into 2025, the Company continues to ramp up production at this facility.
Added
In addition, the glass manufacturing industry has been subject to increasing consolidation, which could result in existing competitors increasing their market share, create new competitors through business combinations and/or result in stronger competitors. The Company may be unable to compete successfully in an increasingly consolidated industry and cannot predict how industry consolidation will affect it.
Removed
The Company is focused on 11 Table of Contents commercializing the Bowling Green plant and validating key MAGMA assumptions on an industrial scale. However, in line with the Company’s strategy to use an economic profit framework for capital allocation decisions, MAGMA must also achieve economic profitability within a reasonable timeframe in addition to successfully achieving key production and commercial milestones.
Added
Artificial Intelligence — Risks related to the development and deployment of artificial intelligence technologies in the Company’s business operations, information systems, products, services and features, could result in reputational harm, financial harm, regulatory action or legal liability, and any failure to adapt to such technological developments or industry trends could adversely affect the Company’s competitiveness.
Removed
This recent objective applies to all of the Company’s plants, including those using MAGMA. The Company will continue to evaluate the MAGMA program in 2025 as commercialization activities progress at the Bowling Green plant.
Added
The Company is engaged in efforts to develop and deploy artificial intelligence technologies to improve the Company’s business operations, information systems, products, services and features.
Removed
As of the end of 2024, the Company has paused development on the final phase of the MAGMA program, known as Generation 3, until commercialization activities are completed at the Bowling Green plant.
Added
The development and use of artificial intelligence technologies can pose risks from intellectual property, data confidentiality, data protection and privacy perspectives, and also introduce ethical concerns, compliance issues, and security risks depending on the manner in which such technologies are developed and subsequently used.
Removed
The Company annually purchases additional allowances under the EUETS.
Added
As artificial intelligence technologies rapidly develop and evolve and become subject to evolving regulatory requirements across the jurisdictions in which the Company operates, the safe and responsible integration of such technologies may impose significant costs on the Company, including costs related to the hiring of additional personnel who have relevant expertise.
Added
There is also no guarantee that the Company’s development or use of artificial intelligence will enhance its technologies or benefit its business operations, or produce or enhance products and services that are preferred by its customers.
Added
Any artificial intelligence technologies that the Company develops or utilizes may ultimately be deficient, inaccurate, biased, incomplete, ineffective or flawed, which could result in competitive harm, regulatory penalties, legal liability, brand or reputational harm and financial harm.
Added
The Company uses artificial intelligence technologies licensed from third parties in its business operations, and its ability to continue to use such technologies at the scale needed may be dependent on access to specific third-party software and infrastructure.
Added
The Company cannot control the availability or pricing of such third-party artificial intelligence technologies, especially in a highly competitive environment, and it may be unable to negotiate favorable economic terms with the applicable providers.
Added
If any such third-party artificial intelligence technologies become incompatible with the Company’s solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their artificial intelligence technologies are offered or terminate their relationship, the Company’s business operations may be harmed. ​ Further, a failure to timely and effectively use or deploy artificial intelligence technologies and integrate such technologies into new product offerings and services could negatively impact the Company’s competitiveness.
Added
The Company’s competitors may be more successful in incorporating artificial intelligence into their products and services or developing superior products and services with the aid of artificial intelligence technologies, which could impair the Company’s ability to compete effectively and adversely affect its results of operations. ​ Improvements to Glass Melting Technology—The Company’s inability to improve new glass melting technology in a cost-effective manner and introduce productivity, process and network optimization actions may affect its ability to transition to lower-carbon processes and competitiveness.
Added
As the result of the Company’s decision to halt further MAGMA development and operations in the second quarter of 2025, the Company’s future spending on research, development and engineering activities is expected to significantly decline.

… 17 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company has a Cybersecurity Steering Committee comprised of members of management, including the CHRTO and the Company’s Director of Cybersecurity, as well as other subject matter experts throughout the Company. The Cybersecurity Steering Committee has primary responsibility for the Company’s overall cybersecurity risk management program and supervises both internal cybersecurity personnel and retained external cybersecurity consultants.
Biggest changeThe Cybersecurity Steering Committee has primary responsibility for the Company’s overall cybersecurity risk management program and supervises both internal 24 Table of Contents cybersecurity personnel and retained external cybersecurity consultants.
The Company’s cybersecurity risk management program includes the following, among other things: ​ ● risk assessments designed to help identify material cybersecurity risks to the Company’s critical systems and information; ​ ● cross-functional teams responsible for managing the Company's (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to cybersecurity incidents; ​ ● the use of external service providers , where appropriate, to assess, test or otherwise assist with aspects of the Company’s security processes and controls; ​ 22 Table of Contents ● cybersecurity awareness training of the Company’s employees, incident response personnel, and senior management; ​ ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ​ ● a third-party risk management process for certain service providers based on the Company’s assessment of the providers’ criticality to its business and the providers’ cybersecurity risk profile. ​ The Company has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected the Company, including its operations, business strategy, results of operations, or financial condition.
The Company’s cybersecurity risk management program includes the following, among other things: ​ ● risk assessments designed to help identify material cybersecurity risks to the Company’s critical systems and information; ​ ● cross-functional teams responsible for managing the Company's (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to cybersecurity incidents; ​ ● the use of external service providers , where appropriate, to assess, test or otherwise assist with aspects of the Company’s security processes and controls; ​ ● cybersecurity awareness training of the Company’s employees, incident response personnel, and senior management; ​ ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ​ ● a third-party risk management process for certain service providers based on the Company’s assessment of the providers’ criticality to its business and the providers’ cybersecurity risk profile. ​ The Company has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected the Company, including its operations, business strategy, results of operations, or financial condition.
The Cybersecurity Steering Committee supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by the Company; and alerts and reports produced by security tools deployed in the IT environment. ​ ​ 23 Table of Contents
The Cybersecurity Steering Committee supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by the Company; and alerts and reports produced by security tools deployed in the IT environment. ​ ​ ​ 25 Table of Contents
The Company’s cybersecurity risk management program is integrated into its overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
The Company’s cybersecurity risk management program is integrated into its overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that 23 Table of Contents apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
The experience of the members of the Cybersecurity Steering Committee includes the Company’s CHRTO, who has more than 20 years of experience across various industries, and the Company’s Director of Cybersecurity, who has 29 years of IT experience, including eight years leading the Company’s Cybersecurity Team of IT security professionals, and who is a member of the Information Systems Audit and Control Association and the International Information System Security Certification Consortium.
The experience of the members of the Cybersecurity Steering Committee includes the Company’s CHRTO, who has more than 20 years of experience across various industries, and the Company’s CISO, who has 30 years of IT experience, including nine years leading the Company’s Cybersecurity Team of IT security professionals, and who is a member of the Information Systems Audit and Control Association and the International Information System Security Certification Consortium.
Added
The Company has a Cybersecurity Steering Committee comprised of members of management, including the CHRTO and the Company’s Chief Information Security Officer (CISO), as well as other subject matter experts throughout the Company.

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 ​ Muskogee, OK Bowling Green, KY ​ 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 ​ ​ ​ 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(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.
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 ​ ​ Lurin ​ ​ ​ ​ ​ United States ​ ​ Auburn, NY ​ Los Angeles, CA(1) Bowling Green, KY ​ Muskogee, OK Brockway, PA ​ Toano, VA Crenshaw, PA ​ Tracy, CA Danville, VA ​ Windsor, CO Kalama, WA(1) ​ Winston-Salem, NC Lapel, IN ​ 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 ​ ​ ​ ​ ​ 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 ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ 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, 2024 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, 2025 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 changeExcept as disclosed in Note 15 to the Consolidated Financial Statements, n o such environmental proceedings were pending or contemplated as of December 31, 2024. 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 changeExcept as disclosed in Note 15 to the Consolidated Financial Statements, n o such environmental proceedings were pending or contemplated as of December 31, 2025. 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 ​ 47 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 50
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 48 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 51

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−2 removed6 unchanged
Biggest changeThe following table provides information about the Company’s purchases of its common stock during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2024 ​ ​ 762 ​ $ 13.10 ​ ​ 762 ​ ​ 80 ​ November 1 - November 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 80 ​ December 1 - December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 80 ​ Total ​ ​ 762 ​ $ 13.10 ​ ​ 762 ​ ​ ​ ​ ​ ​ 27 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ O-I Glass, Inc. $ 100.00 $ 100.17 $ 101.26 $ 139.45 $ 137.83 $ 91.20 ​ S&P 500 ​ 100.00 ​ 118.40 ​ 152.39 ​ 124.79 ​ 157.59 ​ 197.02 ​ Packaging Group ​ 100.00 ​ 125.67 ​ 139.20 ​ 106.60 ​ 109.91 ​ 108.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NOTE: Data complete through last fiscal year.
Biggest changeThe following table provides information about the Company’s purchases of its common stock during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2025 ​ ​ 814 ​ $ 12.27 ​ ​ 814 ​ ​ 40 ​ November 1 - November 30, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40 ​ December 1 - December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40 ​ Total ​ ​ 814 ​ $ 12.27 ​ ​ 814 ​ ​ ​ ​ ​ ​ 29 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ 2025 ​ O-I Glass, Inc. ​ ​ ​ $ 100.00 ​ ​ ​ $ 101.08 ​ ​ ​ $ 138.21 ​ ​ ​ $ 137.60 ​ ​ ​ $ 91.05 ​ ​ ​ $ 123.96 ​ S&P 500 ​ 100.00 ​ 128.71 ​ 105.40 ​ 133.10 ​ 166.40 ​ 196.16 ​ Packaging Group ​ 100.00 ​ 110.76 ​ 84.82 ​ 87.46 ​ 86.09 ​ 87.49 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NOTE: Data complete through last fiscal year.
Corporate Performance Graph with peer group uses peer group only performance (excludes performance of the Company). Peer group indices use beginning of period market capitalization weighting. Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission.
Corporate Performance Graph with peer group uses peer group only performance (excludes performance of the Company). Peer group indices use beginning of period market capitalization weighting. Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2026. Index Data: Copyright Standard and Poor’s, Inc. Used with permission.
The comparison of total return on investment for each period is based on the investment of $100 on December 31, 2019 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, 2020 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, 2024 was 586.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHARE OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol OI. The number of share owners of record on December 31, 2025 was 542.
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHARE OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES On December 26 and 27, 2019, the Company implemented the Corporate Modernization (as defined in Note 1 to the Consolidated Financial Statements). The Corporate Modernization involved a series of transactions, including the Merger (as defined in Note 1 to the Consolidated Financial Statements).
Removed
Upon the effectiveness of the Merger, each share of Owens-Illinois, Inc. common stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass, Inc. common stock, par value $.01 per share, having the same designations, rights, powers and preferences, qualifications, limitations, and restrictions as the corresponding share of Owens-Illinois, Inc. common stock being converted.

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, 2023, which was filed with the SEC on February 14, 2024. 29 Table of Contents Financial information regarding the Company’s reportable segments is as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net sales: ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 3,584 ​ $ 3,865 ​ Europe ​ ​ 2,820 ​ ​ 3,117 ​ Reportable segment totals ​ 6,404 ​ 6,982 ​ Other ​ 127 ​ 123 ​ Net sales ​ $ 6,531 ​ $ 7,105 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net loss attributable to the Company ​ $ (106) ​ $ (103) ​ Net earnings attributable to noncontrolling interests ​ ​ 18 ​ ​ 18 ​ Net loss ​ ​ (88) ​ ​ (85) ​ Provision for income taxes ​ ​ 126 ​ ​ 152 ​ Earnings before income taxes ​ ​ 38 ​ ​ 67 ​ Items excluded from segment operating profit: ​ ​ ​ ​ ​ ​ ​ Retained corporate costs and other ​ 134 ​ 224 ​ Restructuring, asset impairment and other charges ​ 206 ​ 100 ​ Equity investment impairment ​ ​ 25 ​ ​ ​ ​ Legacy environmental charge ​ ​ 11 ​ ​ ​ ​ Gain on sale of divested business and miscellaneous assets ​ ​ (6) ​ ​ (4) ​ Charge for goodwill impairment ​ ​ ​ ​ ​ 445 ​ Pension settlement and curtailment charges ​ 5 ​ 19 ​ Interest expense, net ​ 335 ​ 342 ​ Segment operating profit ​ ​ $748 ​ ​ $1,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ 392 ​ ​ 511 ​ Europe ​ ​ 356 ​ ​ 682 ​ ​ ​ $748 ​ $1,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.
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, 2024, which was filed with the SEC on February 12, 2025. 31 Table of Contents Financial information regarding the Company’s reportable segments is as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net sales: ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 3,641 ​ $ 3,584 ​ Europe ​ ​ 2,689 ​ ​ 2,820 ​ Reportable segment totals ​ 6,330 ​ 6,404 ​ Other ​ 96 ​ 127 ​ Net sales ​ $ 6,426 ​ $ 6,531 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net loss attributable to the Company ​ $ (129) ​ $ (106) ​ Net earnings attributable to noncontrolling interests ​ ​ 26 ​ ​ 18 ​ Net loss ​ ​ (103) ​ ​ (88) ​ Provision for income taxes ​ ​ 54 ​ ​ 126 ​ Earnings (loss) before income taxes ​ ​ (49) ​ ​ 38 ​ Items excluded from segment operating profit: ​ ​ ​ ​ ​ ​ ​ Retained corporate costs and other ​ 107 ​ 134 ​ Restructuring, asset impairment and other charges ​ 443 ​ 206 ​ Legacy environmental charge ​ ​ 4 ​ ​ 11 ​ Gain on sale of divested business and miscellaneous assets ​ ​ (5) ​ ​ (6) ​ Pension settlement and curtailment charges ​ 5 ​ 5 ​ Equity investment impairment ​ ​ ​ ​ ​ 25 ​ Interest expense, net ​ 341 ​ 335 ​ Segment operating profit ​ $ 846 ​ $ 748 ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ 549 ​ ​ 392 ​ Europe ​ ​ 297 ​ ​ 356 ​ ​ ​ $ 846 ​ $ 748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.
See Note 6 to the Consolidated Financial Statements for further information. ​ Legacy Environmental Charges From December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service (“NPS”).
See Note 10 to the Consolidated Financial Statements for further information. ​ Legacy Environmental Charges From December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service (“NPS”).
See Note 10 to the Consolidated Financial Statements for further information. ​ Equity Investment Impairment In 2024, the Company determined that the current fair value of one of its non-U.S. equity investments (a small glass container manufacturer reported in the non-reportable Retained corporate costs and other category) was less than its carrying value and that it was other-than-temporarily impaired.
See Note 11 to the Consolidated Financial Statements for further information. ​ Equity Investment Impairment In 2024, the Company determined that the current fair value of one of its non-U.S. equity investments (a small glass container manufacturer reported in the non-reportable Retained corporate costs and other category) was less than its carrying value and that it was other-than-temporarily impaired.
In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum linked to the Total Leverage Ratio. Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries.
In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio. Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries.
The Company will monitor conditions throughout 2025 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 2026 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 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. ​ 46 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. ​ 47 Table of Contents
During the time subsequent to the annual evaluation, and at December 31, 2024, 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, 2025, 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.
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 2023 compared to 2022, 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 2024 compared to 2023, refer to Part II, Item 7.
The update to management’s long-range plan, combined 43 Table of Contents with the impact of a higher weighted average cost of capital given higher interest rates and the narrow difference between the estimated fair value and carrying value of the North America reporting unit as of October 1, 2022, resulted in the BEV of the Company’s North American reporting unit declining to less than its carrying value.
The update to management’s long-range plan, combined with the impact of a higher weighted average cost of capital given higher interest rates and the narrow difference between the estimated fair value and carrying value of the North America reporting unit as of October 1, 2022, resulted in the BEV of the Company’s North American reporting unit declining to less than its carrying value.
The Company has received tax assessments in excess of established reserves for uncertain tax positions. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies, such as appeals and litigation, if necessary. The Company believes that adequate provisions for all income tax uncertainties have been made.
The 45 Table of Contents Company has received tax assessments in excess of established reserves for uncertain tax positions. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies, such as appeals and litigation, if necessary. The Company believes that adequate provisions for all income tax uncertainties have been made.
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 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 42 Table of Contents obligations on a short-term (the next 12 months) and long-term basis (beyond the next 12 months).
However, 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.
However, 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 44 Table of Contents operations.
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.
As a result, the Americas segment recognized approximately $5 million of expense related to emissions credits and fees to comply with various country, state/province, or municipality laws or regulations.
The Secured Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum. Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement.
The Secured Leverage Ratio could restrict the ability of the Company and certain of its subsidiaries to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum. ​ Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement.
As discussed below, net loss attributable to the Company in 2024 and 2023 included items that management considers not representative of ongoing operations and other adjustments.
As discussed below, net loss attributable to the Company in 2025 and 2024 included items that management considers not representative of ongoing operations and other adjustments.
In each of 2024 and 2023, the Company repurchased $40 million of shares of the Company’s common stock under these share repurchase programs. The Company intends to repurchase at least $40 million of shares of the Company’s common stock in 2025.
In each of 2025 and 2024, the Company repurchased $40 million of shares of the Company’s common stock under these share repurchase programs. The Company intends to repurchase at least $40 million of shares of the Company’s common stock in 2026.
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 2024 were $134 million compared to $224 million in 2023.
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 2025 were $107 million compared to $134 million in 2024.
The Company and the United States are currently engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs.
The Company and the United States had been engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs.
At December 31, 2024 and December 31, 2023, the Company had approximately $631 million and $810 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company accrues withholding taxes for planned remittances in accordance with assertions under ASC 740 in regards to unremitted earnings.
At December 31, 2025 and December 31, 2024, the Company had approximately $678 million and $631 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company accrues withholding taxes for planned remittances in accordance with assertions under ASC 740 in regards to unremitted earnings.
The Company recorded pension expense (exclusive of settlement and curtailment charges) of $32 million, $30 million, and $34 million in 2024, 2023, and 2022, respectively. Depending on currency translation rates, the Company expects to record approximately $29 million of total pension expense for the full year of 2025.
The Company recorded pension expense (exclusive of settlement and curtailment charges) of $31 million, $32 million, and $30 million in 2025, 2024, and 2023, respectively. Depending on currency translation rates, the Company expects to record approximately $34 million of total pension expense for the full year of 2026.
The 2025 pension expense will reflect a 5.75% and 5.12% 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 2026 pension expense will reflect a 5.75% and 5.16% 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.
For the year ending December 31, 2024, the European segment recognized approximately $31 million of expense related to emissions allowances to comply with the European Union Emissions Trading Scheme.
For the year ending December 31, 2025, the European segment recognized approximately $28 million of expense related to emissions allowances to comply with the European Union Emissions Trading Scheme.
The Company will continue to monitor business trends and consider whether any additional indefinite or permanent capacity closures in the Americas will be necessary in the future to align its business with demand trends. Any indefinite or permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
The Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
As a result, 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 its North America reporting unit. Goodwill at December 31, 2024 totaled approximately $1.32 billion, representing approximately 15% of total assets.
As a result, 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 its North America reporting unit. Goodwill at December 31, 2025 totaled approximately $1.49 billion, representing approximately 16% of total assets.
For purposes of determining pension charges and credits in 2024, the Company’s estimated weighted average expected long-term rate of return on plan assets is 5.75% for U.S. plans and 5.14% for non-U.S. plans compared to 5.75% for U.S. plans and 4.67% for non-U.S. plans in 2023.
For purposes of determining pension charges and credits in 2025, the Company’s estimated weighted average expected long-term rate of return on plan assets is 5.75% for U.S. plans and 5.12% for non-U.S. plans compared to 5.75% for U.S. plans and 5.14% for non-U.S. plans in 2024.
The Company estimates that its full year 2025 capital expenditures will be approximately $400 million to $450 million . The Company received approximately $29 million of net cash proceeds for the sale of miscellaneous businesses and other assets in 2024 compared to $11 million received in 2023.
The Company estimates that its full year 2026 capital expenditures will be approximately $450 million . The Company received approximately $56 million of net cash proceeds for the sale of miscellaneous businesses and other assets in 2025 compared to $29 million received in 2024.
At December 31, 2024, the weighted average discount rate was 5.66% and 5.74% for U.S. and non-U.S. plans, respectively. The Company uses an expected long-term rate of return on assets that is based on both past performance of the various plans’ assets and estimated future performance of the assets.
At December 31, 2025, the weighted average discount rate was 5.49% and 5.80% for U.S. and non-U.S. plans, respectively. The Company uses an expected long-term rate of return on assets that is based on both past performance of the various plans’ assets and estimated future performance of the assets.
Material Cash Requirements The Company’s material cash requirements include the following: ● Cash payments for debt repayments totaling $4,859 million (including finance leases) and ranging from $105 million to $1,838 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 $4,903 million (including finance leases) and ranging from $66 million to $1,086 million on an annual basis over the next five years (see Note 14 to the Consolidated Financial Statements).
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 64 manufacturing facilities in 18 different 37 Table of Contents countries.
If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this would result in a default under the indentures governing the Company’s outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.
If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.
The assessment regarding whether a valuation allowance is required or whether a change in judgment regarding the valuation allowance has occurred also considers all available positive and negative evidence, including, but not limited to: ● nature, frequency, and severity of cumulative losses in recent years; ● duration of statutory carryforward and carryback periods; ● statutory limitations against utilization of tax attribute carryforwards against taxable income; ● historical experience with tax attributes expiring unused; and ● near- and medium-term financial outlook. 45 Table of Contents The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified.
The assessment regarding whether a valuation allowance is required or whether a change in judgment regarding the valuation allowance has occurred also considers all available positive and negative evidence, including, but not limited to: ● nature, frequency, and severity of cumulative losses in recent years; ● duration of statutory carryforward and carryback periods; ● statutory limitations against utilization of tax attribute carryforwards against taxable income; ● historical experience with tax attributes expiring unused; and ● near- and medium-term financial outlook.
As described above, the Company’s reported revenues and segment operating profit in 2024 were lower or flat due to foreign currency effects compared to 2023. This trend may not continue into 2025.
As described above, the Company’s reported revenues and segment operating profit in 2025 were higher due to foreign currency effects compared to 2024. This trend may not continue into 2026.
The funded status of each plan is measured as the difference between the fair value of plan assets and actuarially calculated benefit obligations as of the balance sheet date.
Recognition of Funded Status - The Company recognizes the funded status of each pension benefit plan on the balance sheet. The funded status of each plan is measured as the difference between the fair value of plan assets and actuarially calculated benefit obligations as of the balance sheet date.
In cases where variable prices are involved, current market prices have been used to estimate these future purchases. The above amount does not include ordinary course of business purchase orders, because the majority of such purchase orders may be canceled. The Company does not believe such purchase orders will adversely affect its liquidity position.
In cases where variable prices are involved, current market prices have been used to estimate these future purchases. The above amount does not include ordinary course of business purchase orders, because the majority of such purchase orders may be canceled.
As of December 31, 2024, the Company has three reporting units and includes $800 million of recorded goodwill to the Company’s Europe reporting unit, $521 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).
As of December 31, 2025, the Company has three reporting units and includes $897 million of recorded goodwill to the Company’s Europe reporting unit, $590 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).
In May 2024, the Company’s Board of Directors authorized a $100 million anti-dilutive share repurchase program for the Company’s common stock that the Company intends to use to offset stock-based compensation provided to the Company’s directors, officers, and employees. This repurchase program superseded and replaced a prior $150 million repurchase program authorized by the Board of Directors in February 2021.
In May 2024, the Company’s Board of Directors authorized a $100 million anti-dilutive share repurchase program for the Company’s common stock that the Company intends to use to offset stock-based compensation provided to the Company’s directors, officers, and employees.
Net loss attributable to the Company in 2024 and 2023 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Earnings ​ ​ Increase ​ ​ (Decrease) Description ​ 2024 ​ 2023 Restructuring, asset impairment and other charges ​ $ (206) ​ $ (100) ​ Equity investment impairment ​ ​ (25) ​ ​ ​ ​ Legacy environmental charge ​ ​ (11) ​ ​ ​ ​ Gain on sale of divested businesses and miscellaneous assets ​ ​ 6 ​ ​ 4 ​ Goodwill impairment ​ ​ ​ ​ ​ (445) ​ Pension settlement and curtailment charges ​ ​ (5) ​ ​ (19) ​ Note repurchase premiums, the write-off of unamortized finance fees and third-party fees and settlement of a related interest rate swap ​ (2) ​ (39) ​ Valuation Allowance-Interest carryovers ​ ​ ​ ​ ​ (20) ​ Net provision for income tax on items above ​ ​ 11 ​ ​ 25 ​ Net impact of noncontrolling interests on items above ​ ​ (1) ​ ​ ​ ​ Total ​ $ (233) ​ $ (594) ​ ​ Foreign Currency Exchange Rates Given the global nature of its operations, the Company is subject to fluctuations in foreign currency exchange rates.
Net loss attributable to the Company in 2025 and 2024 included items that management considers not representative of 35 Table of Contents ongoing operations and other adjustments as set forth in the following table (dollars in millions). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Earnings ​ ​ Increase ​ ​ (Decrease) Description ​ 2025 ​ 2024 Restructuring, asset impairment and other charges ​ $ (443) ​ $ (206) ​ Equity investment impairment ​ ​ ​ ​ ​ (25) ​ Legacy environmental charge ​ ​ (4) ​ ​ (11) ​ Gain on sale of divested businesses and miscellaneous assets ​ ​ 5 ​ ​ 6 ​ Pension settlement and curtailment charges ​ ​ (5) ​ ​ (5) ​ Note repurchase premiums, the write-off of unamortized finance fees and third-party fees and settlement of a related interest rate swap ​ (7) ​ (2) ​ European tax incentive ​ ​ 22 ​ ​ ​ ​ Deferred tax benefits ​ ​ 21 ​ ​ ​ ​ Net provision for income tax on items above ​ ​ 38 ​ ​ 11 ​ Net impact of noncontrolling interests on items above ​ ​ (5) ​ ​ (1) ​ Total ​ $ (378) ​ $ (233) ​ ​ Foreign Currency Exchange Rates Given the global nature of its operations, the Company is subject to fluctuations in foreign currency exchange rates.
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 $2 million of other credits.
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.
As a result of financing activities, the Company paid finance fees and premiums of $13 million and $22 million for 2024 and 2023, respectively. Borrowings under short-term loans were $17 million and $47 million in 2024 and 2023, respectively. The Company paid approximately $40 million related to hedging activity in 2023.
As a result of financing activities, the Company paid finance fees and premiums of $18 million and $13 million for 2025 and 2024, respectively. Repayments under short-term loans were $30 million in 2025 compared to $17 million of borrowings in 2024. The Company paid approximately $23 million related to hedging activity in 2025.
The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio (as defined in the Credit Agreement), that requires the Company not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each term is defined and as described in the Credit Agreement.
The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the revolving credit facility, for the benefit of the lenders under the term loans B) that requires the Company and certain of its subsidiaries, collectively, not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement.
In such an event, the Company could not request additional borrowings under the revolving facilities, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable.
In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable.
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 $7 million, respectively, in the pretax pension expense for the full year of 2025. 44 Table of Contents Recognition of Funded Status - The Company recognizes the funded status of each pension benefit plan on the balance sheet.
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 $7 million, respectively, in the pretax pension expense for the full year of 2026.
Net Loss Attributable to the Company For 2024, the Company recorded a net loss attributable to the Company of $106 million, or $0.69 per share, compared to a net loss attributable to the Company of $103 million, or $0.67 per share, in 2023.
Net Loss Attributable to the Company For 2025, the Company recorded a net loss attributable to the Company of $129 million, or $0.84 per share, compared to a net loss attributable to the Company of $106 million, or $0.69 per share, for 2024.
This decrease was due to lower segment operating profit, higher restructuring, asset impairment and other charges and higher legacy environmental charges, partially offset by the non-recurrence of a $445 million goodwill impairment charge that occurred in 2023, lower interest expense and lower retained corporate and other costs. ​ Segment operating profit of the reportable segments includes an allocation of some corporate expenses based on a percentage of sales and direct billings based on the costs of specific services provided.
This change was primarily due to higher restructuring, asset impairment and other charges and slightly higher interest expense, partially offset by higher segment operating profit and lower retained corporate and other costs. ​ Segment operating profit of the reportable segments includes an allocation of some corporate expenses based on a percentage of sales and direct billings based on the costs of specific services provided.
These items increased net loss attributable to the Company by $233 million, or $1.50 per share, in 2024 and increased net loss attributable to the Company by $594 million, or $3.76 per share, in 2023. ​ Results of Operations—Comparison of 2024 with 2023 Net Sales The Company’s net sales in 2024 were $6,531 million compared with $7,105 million in 2023, a decrease of $574 million, or 8%.
These items increased net loss attributable to the Company by $378 million, or $2.44 per share, in 2025 and increased net loss attributable to the Company by $233 million, or $1.50 per share, in 2024. ​ ​ Results of Operations—Comparison of 2025 with 2024 Net Sales The Company’s net sales in 2025 were $6,426 million compared with $6,531 million in 2024, a decrease of $105 million, or approximately 2%.
This review is aimed at exploring options to maximize share owner value, focused on aligning the Company’s business with demand trends and improving the Company’s operating efficiency, cost structure and working capital management.
The Company has initiated a strategic review of the remaining businesses in the former Asia Pacific region. This review is aimed at exploring options to maximize share owner value, focused on aligning the Company’s business with demand trends and improving the Company’s operating efficiency, cost structure and working capital management.
In 2023, the Company settled a portion of its pension obligations and recorded approximately $19 million of pension settlement and curtailment charges, in the United States, Canada and Mexico.
In 2024, the Company settled a portion of its pension obligations and recorded approximately $5 million of pension settlement charges in Mexico.
Assuming interest rates and scheduled maturities as of December 31, 2024, interest payments to service outstanding debt total approximately $990 million over the next five years; ● Capital expenditures of approximately $400 million to $450 million in 2025, for property, plant and equipment as described below; ● Cash contributions to its pension plans totaling approximately $70 million over the next three years, and cash contributions for other post-retirement benefits totaling $41 million through 2034 (see Note 11 to the Consolidated Financial Statements); ● Cash payments for operating leases totaling $259 million (including imputed interest) and ranging from $25 million to $54 million on an annual basis over the next five years (see Note 12 to the Consolidated Financial Statements); 40 Table of Contents ● Cash payments toward restructuring activities (see Note 10 to the Consolidated Financial Statements); and ● Cash payments for purchases obligations that consist primarily of contracted amounts for energy totaling approximately $1,316 million and ranging from $137 million to $415 million on an annual basis over the next five years.
Assuming interest rates and scheduled maturities as of December 31, 2025, interest payments to service outstanding debt total approximately $1,118 million over the next five years; ● Capital expenditures of approximately $450 million in 2026, for property, plant and equipment; ● Cash contributions to its pension plans totaling approximately $81 million over the next three years, and cash contributions for other post-retirement benefits totaling $33 million through 2035 (see Note 11 to the Consolidated Financial Statements); ● Cash payments for operating leases totaling $231 million (including imputed interest) and ranging from $24 million to $56 million on an annual basis over the next five years (see Note 12 to the Consolidated Financial Statements); ● Cash payments approximating $150 million in 2026 for restructuring activities and are expected to taper thereafter; and ● Cash payments for purchases obligations that consist primarily of contracted amounts for energy totaling approximately $1,328 million and ranging from $191 million to $527 million on an annual basis over the next five years.
As of December 31, 2024, 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.
In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions. ​ The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility.
Executive Overview—Comparison of 2024 with 2023 Net sales in 2024 decreased $574 million, or 8%, compared to the prior year, due to lower sales volumes, lower average selling prices and the impact from unfavorable foreign currency translation. ​ Earnings before income taxes were $29 million lower in 2024 compared to 2023.
Executive Overview—Comparison of 2025 with 2024 Net sales in 2025 decreased $105 million, or approximately 2%, compared to the prior year, primarily due to the impact from lower sales volumes and lower average selling prices, partially offset by favorable foreign currency translation. ​ Loss before income taxes changed by $87 million in 2025 compared to earnings before income taxes in 2024.
See Note 11 to the Consolidated Financial Statements for further information. ​ Capital Resources and Liquidity On March 25, 2022, certain of the Company’s subsidiaries entered into a Credit Agreement and Syndicated Facility Agreement (the “Original Agreement”), which refinanced in full the previous credit agreement.
See Note 6 to the Consolidated Financial Statements for further information. 39 Table of Contents ​ Capital Resources and Liquidity On September 30, 2025, certain of the Company’s subsidiaries entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement (the “Credit Agreement”), which refinanced in full the previous credit agreement.
The 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.
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.
During the fourth quarter of 2024, the Company completed its annual impairment testing and determined that no impairment existed. The BEVs of the Company’s Europe and Latin America reporting units substantially exceeded their carrying values as of October 1, 2024.
During the fourth quarter of 2025, the Company completed its annual impairment testing and determined that no impairment existed. As of October 1, 2025, t he BEV of the Company’s Europe reporting unit exceeded its carrying value by approximately 21%, while the BEV of the Company’s Latin America reporting unit substantially exceeded its carrying value.
Changes in the current estimates, due to unanticipated events or otherwise, could have a material effect on the Company’s results of operations and financial condition. In certain tax jurisdictions, the Company’s analysis indicates that it has cumulative losses in recent years. This is considered significant negative evidence, which is objective and verifiable and, therefore, difficult to overcome.
The recognition of deferred tax assets represents the Company’s best estimate of those future events. Changes in the current estimates, due to unanticipated events or otherwise, could have a material effect on the Company’s results of operations and financial condition. In certain tax jurisdictions, the Company’s analysis indicates that it has cumulative losses in recent years.
The Company contributed $3 million to its joint ventures in 2024 compared to $10 million contributed in 2023. The Company paid $29 million and received $4 million related to hedge activity in 2024 and 2023, respectively. Financing activities: Cash utilized in financing activities was $8 million for 2024 compared to $27 million of cash utilized by financing activities in 2023.
The Company received $8 million and paid $29 million related to hedging activity in 2025 and 2024, respectively. Financing activities: Cash utilized in financing activities was $250 million for 2025 compared to $8 million of cash utilized by financing activities in 2024.
This decrease was primarily due to lower segment operating profit, higher restructuring, asset impairment and other charges and higher legacy environmental charges, partially offset by the non-recurrence of a $445 million goodwill impairment charge that occurred in 2023, lower interest expense and lower retained corporate and other costs. ​ Segment operating profit for reportable segments in 2024 was $445 million lower compared to the prior year, primarily due to lower shipments, lower net prices (net of cost inflation) and higher operating costs.
This change was primarily due to higher restructuring, asset impairment and other charges and slightly higher interest expense, partially offset by higher segment operating profit and lower retained corporate and other costs. ​ Segment operating profit of reportable segments in 2025 was $98 million higher compared to the prior year, primarily due to lower operating costs, partially offset by lower net prices (net of cost inflation) and lower sales volumes.
The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement. The interest rate on borrowings under the Credit Agreement is, at the Company’s option, the Base Rate, Term SOFR or, for non-U.S. dollar borrowings only, the Eurocurrency Rate (each as defined in the Credit Agreement), plus an applicable margin.
The interest rate on borrowings under the 40 Table of Contents Credit Agreement is, at the option of the applicable borrower, the Base Rate, Term SOFR or, for non-US Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin.
The Company has also been impacted by various fines or penalties as a result of noncompliance with various federal or local environmental statutes, including impacts to the Company’s reputation as it focuses on its sustainability initiatives and targets. 35 Table of Contents The Company has a near-term emissions reduction target validated by third parties, which provides an emissions-reduction pathway that aligns with certain carbon-reduction scenarios.
The Company has also been impacted by various fines or penalties as a result of noncompliance with various federal or local environmental statutes, including impacts to the Company’s reputation as it focuses on its sustainability initiatives and targets.
The Original Agreement provided for up to $2.8 billion of borrowings pursuant to term loans, revolving credit facilities and a delayed draw term loan facility.
The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility .
The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ Segment operating profit - 2023 ​ $ 1,193 Net price (net of cost inflation) ​ $ (181) ​ ​ ​ ​ Sales volume ​ (66) ​ ​ ​ ​ Operating costs ​ (199) ​ ​ ​ ​ Effects of changing foreign currency rates ​ ​ 1 ​ ​ ​ ​ Total net effect on segment operating profit ​ ​ ​ ​ (445) ​ Segment operating profit - 2024 ​ ​ ​ ​ $ 748 ​ ​ Americas: Segment operating profit in the Americas in 2024 was $392 million, compared to $511 million in 2023, a decrease of $119 million, or 23%.
The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ Segment operating profit - 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 748 Net price (net of cost inflation) ​ $ (65) ​ ​ ​ ​ Sales volume ​ (41) ​ ​ ​ ​ Operating costs ​ 190 ​ ​ ​ ​ Effects of changing foreign currency rates ​ ​ 14 ​ ​ ​ ​ Total net effect on segment operating profit ​ ​ ​ ​ 98 ​ Segment operating profit - 2025 ​ ​ ​ ​ $ 846 ​ ​ Americas: Segment operating profit in the Americas was $549 million in 2025, compared to $392 million in 2024, an increase of $157 million, or 40%.
Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of December 31, 2024 were comparable to December 31, 2023.
See Note 20 to the Consolidated Financial Statements for additional information. Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of December 31, 2025 were comparable to December 31, 2024.
In addition, in 2024, the Americas announced the permanent closure of five furnaces and a reduction in the number of selling, general and administrative positions in connection with its Fit to Win initiative.
In 2025, the Company finalized its plans for the permanent closure of several plants and furnaces and the elimination of a number of selling, general and administrative positions in the Americas in connection with its Fit to Win initiative .
PP&E held for 42 Table of Contents use in the Company’s business is grouped for impairment testing at the lowest level for which cash flows can reasonably be identified, typically a segment or a component of a segment.
PP&E held for use in the Company’s business is grouped for impairment testing at the lowest level for which cash flows can reasonably be identified, typically a segment or a component of a segment. If an impairment indicator exists, the Company first evaluates the recoverability of PP&E based on undiscounted projected cash flows, excluding interest and taxes.
However, the cumulative loss position is not solely determinative, and, accordingly, the Company considers all other available positive and negative evidence in its analysis. Based on its analysis, the Company has recorded a valuation allowance for the portion of deferred tax assets where based on the weight of available evidence it is unlikely to realize those deferred tax assets.
Based on its analysis, the Company 46 Table of Contents has recorded a valuation allowance for the portion of deferred tax assets where based on the weight of available evidence it is unlikely to realize those deferred tax assets.
Average selling prices declined approximately 2%, which decreased net sales by $160 million in 2024. Glass container shipments, in tons, declined approximately 4% in 2024, which decreased net sales by approximately $348 million compared to the prior year.
Average selling prices declined, which decreased net sales by $14 million in 2025. Glass container shipments, in tons, were down approximately 3% in 2025 (down approximately 2.5% excluding the impact of divestitures), which decreased net sales by approximately $172 million compared to the prior year.
At December 31, 2024, 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 ($1.34 billion outstanding balance at December 31, 2024, net of debt issuance costs ).
At December 31, 2025, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($799 million outstanding balance at December 31, 2025, net of debt issuance costs ) and $650 million in term loan B facilities ($643 million outstanding balance at September 30, 2025, net of debt issuance costs).
Capital expenditures in 2025 are expected to range between approximately $400 million and $450 million. ● The above forward-looking operational and financial information does not reflect potential impact of tariffs on U.S. imports or retaliatory tariffs on U.S. exports. ​ Operational and Financial Impacts due to Environmental Issues Regulatory Impacts on the Business As discussed in Item 1, Business and Item 1A, Risk Factors above, governments globally are increasingly implementing legislation, regulations and international accords regarding climate change and other ESG-related matters.
Operational and Financial Impacts due to Environmental Issues Regulatory Impacts on the Business As discussed in Item 1, Business and Item 1A, Risk Factors above, governments globally are increasingly implementing legislation, regulations and international accords regarding climate change and other ESG-related matters.
Higher cost inflation exceeded higher selling prices and resulted in a $41 million decrease to segment operating profit in 2024. The impact of lower shipments discussed above resulted in a $37 million decrease to segment operating profit in 2024 compared to 2023. Operating costs in 2024 were $44 million higher than in the prior year.
The impact of lower shipments discussed above resulted in a $15 million decrease to segment operating profit in 2025 compared to 2024. Higher selling prices exceeded higher cost inflation and resulted in a $41 million increase to segment operating profit in 2025. The effects of foreign currency exchange rates decreased segment operating profit by $9 million in 2025.
Cash payments for restructuring activities increased to $41 million in 2024 from $26 million in 2023 due to higher payments associated with the initial phase of the Company’s Fit to Win program, which will continue into at least 2025.
Cash payments for restructuring activities increased to $128 million in 2025 from $41 million in 2024 due to higher payments associated with the Company’s Fit to Win initiative, which will continue into at least 2026. The Company estimates that payments for restructuring activities will be approximately $150 million in 2026 and are expected to taper thereafter.
The review is ongoing and may result in divestitures, corporate transactions or similar actions, and could cause the Company to incur restructuring, impairment, disposal or other related charges in future periods. ​ 36 Table of Contents Restructuring, Asset Impairment and Other Charges ​ For the year ended December 31, 2024, the Company recorded restructuring and other charges of approximately $206 million to Other expense, net ($204 million) and Equity earnings ($2 million) in the Consolidated Results of Operations, primarily related to the Fit to Win program.
For the year ended December 31, 2024, the Company recorded restructuring and other charges of approximately $206 million to Other expense, net ($204 million) and Equity earnings ($2 million) in the Consolidated Results of Operations, primarily related to the Fit to Win initiative.
See Note 15 to the Consolidated Financial Statements for further information. ​ Gain on Sale of Divested Businesses and Miscellaneous Assets ​ For the year ended December 31, 2024, the Company recorded a pretax gain of approximately $6 million on the sale of the land and buildings of previously closed plants in the Americas. ​ 37 Table of Contents For the year ended December 31, 2023, the Company recorded a pretax gain of approximately $4 million on the sale of the land and buildings of a previously closed plant in China.
District Court, and the Company paid $16.5 million to resolve this matter. ​ See Note 15 to the Consolidated Financial Statements for further information. ​ Gain on Sale of Divested Businesses and Miscellaneous Assets ​ For the year ended December 31, 2025, the Company recorded pre-tax gains of approximately $5 million on the sale of the land and buildings of previously closed plants and miscellaneous assets.
At December 31, 2024, the Company had unused credit of $1.24 billion available under the revolving credit facilities as part of the Credit Agreement. The 38 Table of Contents weighted average interest rate on borrowings outstanding under the Credit Agreement at December 31, 2024 was 6.32%.
At December 31, 2025, the Company’s subsidiaries that are party to the Credit Agreement had unused credit of $1.24 b illion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at December 31, 2025 was 5.66%.
The slightly favorable effects of foreign currency exchange rate changes increased net sales by $1 million in 2024 compared to the prior year. Earnings before Income Taxes and Segment Operating Profit Earnings before income taxes were $38 million in 2024 compared to $67 million in 2023, a decrease of $29 million.
Favorable effects of foreign currency exchange rate changes increased net sales by $134 million in 2025 compared to the prior year, as the Euro strengthened compared to the U.S. dollar. 33 Table of Contents Earnings (Loss) Before Income Taxes and Segment Operating Profit Loss before income taxes was $49 million in 2025 compared to earnings before income taxes of $38 million in 2024, a change of $87 million.
Unfavorable foreign currency exchange rates decreased net sales by $70 million in 2024 compared to the prior year. ​ The change in net sales of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales— 2023 ​ $ 6,982 Price ​ $ (160) ​ ​ ​ ​ Sales volume (excluding acquisitions) ​ (348) ​ ​ ​ ​ Effects of changing foreign currency exchange rates ​ ​ (70) ​ ​ ​ ​ Total effect on net sales ​ ​ ​ ​ (578) ​ Net sales— 2024 ​ ​ ​ ​ $ 6,404 ​ ​ Americas: Net sales in the Americas in 2024 were $3,584 million compared to $3,865 million in 2023, a decrease of $281 million, or 7%.
The change in net sales of reportable segments can be summarized as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales— 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 6,404 Price ​ $ (14) ​ ​ ​ ​ Sales volume ​ (172) ​ ​ ​ ​ Effects of changing foreign currency exchange rates ​ ​ 112 ​ ​ ​ ​ Total effect on net sales ​ ​ ​ ​ (74) ​ Net sales— 2025 ​ ​ ​ ​ $ 6,330 ​ ​ Americas: Net sales in the Americas in 2025 were $3,641 million compared to $3,584 million in 2024, an increase of $57 million, or 2%.
Also, in the fourth quarter of 2024, the Company announced the permanent closure of three furnaces, a machine line and a reduction in the number of selling, general and administrative positions in Europe in connection with its Fit to Win initiative.
I n 2025, the Company finalized its plans for the permanent closure of several plants and furnaces and the elimination of a number of selling, general and administrative positions in Europe in connection with its Fit to Win initiative.
Accordingly, it is generally difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. The Company uses the actual results for the last two years and current year results as the primary measure of cumulative losses in recent years.
The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. Accordingly, it is generally difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years.
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. Changes in key assumptions or actual conditions which differ from estimates could result in an impairment charge.
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.
Segment operating profit of reportable segments in 2024 was $748 million, compared to $1,193 million in 2023, a decrease of $445 million, or 37%. This decrease was primarily due to lower shipments, lower net prices (net of cost inflation) and higher operating costs.
Segment operating profit of reportable segments in 2025 was $846 million, compared to $748 million in 2024, an increase of $98 million, or 13%. This increase was primarily due to lower operating costs, partially offset by lower net prices (net of cost inflation) and lower sales volumes.
The decrease was primarily due to $37 million in lower note repurchase premiums, write-offs of deferred finance fees and related charges, partially offset by higher interest rates. 33 Table of Contents ​ Provision for Income Taxes The Company’s effective tax rate from operations for 2024 was 332% compared to 227% for 2023.
This increase was primarily due to higher write-offs of deferred finance fees and related charges for refinancing activity. ​ Provision for Income Taxes The Company’s effective tax rate from operations for 2025 was -110% compared to 332% for 2024.
These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($79 million), Europe segment ($115 million) and Retained corporate costs and other ($14 million). Additional restructuring charges are expected in future quarters when management completes their assessment to reduce redundant production capacity.
These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the 38 Table of Contents Americas segment ($79 million), Europe segment ($115 million) and Retained corporate costs and other ($14 million). These charges also reflect approximately $2 million of other credits.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed19 unchanged
Biggest changeThe words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “commit,” and the negatives of these words and other similar expressions generally identify forward-looking statements. ​ It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win program, including expected impacts from production curtailments, reduction in force and furnace closures, (2) 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, changes in laws or policies, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (3) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (4) competitive pressures from other glass 48 Table of Contents container producers and alternative forms of packaging or consolidation among competitors and customers, (5) changes in consumer preferences or customer inventory management practices, (6) the continuing consolidation of the Company’s customer base, (7) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it in a manner to deliver economic profit within the timeframe expected in addition to successfully achieving key production and commercial milestones, (8) unanticipated supply chain and operational disruptions, including higher capital spending, (9) seasonality of customer demand, (10) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (11) labor shortages, labor cost increases or strikes, (12) 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, (13) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (14) any increases in the underfunded status of the Company’s pension plans, (15) 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, (16) 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, (17) risks associated with operating in foreign countries, (18) foreign currency fluctuations relative to the U.S. dollar, (19) changes in tax laws or global. trade policies, (20) the Company’s ability to comply with various environmental legal requirements, (21) risks related to recycling and recycled content laws and regulations, (22) 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,” “commit,” and the negatives of these words and other similar expressions generally identify forward-looking statements. ​ It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected impacts from production curtailments, reduction in force and furnace closures, (2) the general credit, financial, political, economic, legal and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade policies and disputes, financial market conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates, changes in laws or policies, legal proceedings involving the Company, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (3) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and 49 Table of Contents disruptions in supply of raw materials caused by transportation delays), (4) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (5) changes in consumer preferences or customer inventory management practices, (6) the continuing consolidation of the Company’s customer base, (7) risks related to the development, deployment and use of artificial intelligence technologies, (8) the Company’s inability to improve glass melting technology in a cost-effective manner and introduce productivity, process and network optimization actions, (9) unanticipated supply chain and operational disruptions, including higher capital spending, (10) seasonality of customer demand, (11) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (12) labor shortages, labor cost increases or strikes, (13) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (14) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (15) any increases in the underfunded status of the Company’s pension plans, (16) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (17) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (18) risks associated with operating in foreign countries, (19) foreign currency fluctuations relative to the U.S. dollar, (20) changes in tax laws or global trade policies, (21) the Company’s ability to comply with various environmental legal requirements, (22) risks related to recycling and recycled content laws and regulations, (23) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders, and the other risk factors discussed in this Annual Report on Form 10-K. ​ It is not possible to foresee or identify all such factors.
Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts 47 Table of Contents from (or payment of variable amounts to) a counterparty in exchange for the Company making (or receiving) fixed-rate payments.
Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts 48 Table of Contents from (or payment of variable amounts to) a counterparty in exchange for the Company making (or receiving) fixed-rate payments.
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. ​ ​ ​ ​ ​ 49 Table of Contents
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. ​ ​ ​ ​ ​ 50 Table of Contents
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, 2024.
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, 2025.
At December 31, 2024 and 2023, the net fair value of such contracts was a net liability of approximately $6 million and $14 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.
At December 31, 2025 and 2024, the net fair value of such contracts was a net liability of approximately $2 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.
As of December 31, 2024, 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, 2025, 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 $15 million.
At December 31, 2024 and 2023, the net fair value of such swap contracts was a net liability of approximately $61 million and $107 million, respectively. As of December 31, 2024, the potential change in fair value for such financial instruments from a change of 10% in the quoted foreign exchange rates would be approximately $137 million.
At December 31, 2025 and 2024, the net fair value of such swap contracts was a net liability of approximately $77 million and $61 million, respectively. As of December 31, 2025, the potential change in fair value for such financial instruments from a change of 10% in the quoted foreign exchange rates would be approximately $172 million.
The net fair value of these instruments was a net liability of approximately $22 million and $52 million at December 31, 2024 and 2023, respectively.
The net fair value of these instruments was a net liability of approximately $196 million and $22 million at December 31, 2025 and 2024, respectively.
The table presents principal cash flows and related weighted-average interest rates by expected maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at (Dollars in millions) ​ 2025 ​ 2026 ​ 2027 ​ 2028 ​ 2029 ​ Thereafter ​ Total ​ 12/31/2024 Long-term debt at variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 80 ​ $ 79 ​ $ 1,202 ​ $ 8 ​ $ 2 ​ $ ​ ​ $ 1,371 ​ $ 1,375 Avg. principal outstanding ​ $ 1,332 ​ $ 1,252 ​ $ 612 ​ $ 9 ​ $ 4 ​ $ ​ ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.95 % 5.96 % 5.96 % 4.31 % 4.31 % ​ % ​ ​ ​ ​ ​ Long-term debt at fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 226 ​ $ 26 ​ $ 636 ​ $ 644 ​ $ 541 ​ $ 1,415 ​ $ 3,488 ​ $ 3,478 Avg. principal outstanding ​ $ 3,375 ​ $ 3,249 ​ $ 2,918 ​ $ 2,278 ​ $ 1,685 ​ $ 1,415 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.82 % 6.10 % 6.14 % 6.05 % 6.28 % 6.08 % ​ ​ ​ ​ ​ ​ The Company believes the near-term exposure to interest rate risk of its debt obligations has not changed materially since December 31, 2024.
The table presents principal cash flows and related weighted-average interest rates by expected maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at (Dollars in millions) ​ 2026 ​ 2027 ​ 2028 ​ 2029 ​ 2030 ​ Thereafter ​ Total ​ 12/31/2025 Long-term debt at variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 35 ​ $ 54 ​ $ 54 ​ $ 48 ​ $ 666 ​ $ 614 ​ $ 1,471 ​ $ 1,481 Avg. principal outstanding ​ $ 1,454 ​ $ 1,409 ​ $ 1,355 ​ $ 1,304 ​ $ 947 ​ $ 307 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.71 % 5.78 % 5.80 % 5.84 % 6.84 % 6.84 % ​ ​ ​ ​ ​ Long-term debt at fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 30 ​ $ 639 ​ $ 727 ​ $ 609 ​ $ 420 ​ $ 1,007 ​ $ 3,432 ​ $ 3,505 Avg. principal outstanding ​ $ 3,417 ​ $ 3,082 ​ $ 2,400 ​ $ 1,732 ​ $ 1,217 ​ $ 1,007 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 6.13 % 6.09 % 6.01 % 6.23 % 6.94 % 6.70 % ​ ​ ​ ​ ​ ​ The Company believes the near-term exposure to interest rate risk of its debt obligations has not changed materially since December 31, 2025.

Other OI 10-K year-over-year comparisons