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What changed in O-I Glass, Inc. /DE/'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of O-I Glass, Inc. /DE/'s 2023 and 2024 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 2024 report.

+313 added−338 removedSource: 10-K (2025-02-12) vs 10-K (2024-02-14)

Top changes in O-I Glass, Inc. /DE/'s 2024 10-K

313 paragraphs added · 338 removed · 232 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

34 edited+24 added−26 removed40 unchanged
Biggest changeSome specific examples of steps taken by the Company to advance sustainability and ESG issues include: assigning responsibility for ESG and sustainability oversight to the Nominating/Corporate Governance Committee of the Company’s Board of Directors, appointing a Chief Sustainability Officer who reports to the Chief Executive Officer, establishing a Global Sustainability Leadership Team, obtaining validation of the Company’s near-term emissions reduction target from the Science-Based Target initiative (“SBTi”), increasing the use of renewable energy, lowering emissions, investing in more sustainable manufacturing technology and container design, using green bond financing and working with governments and other organizations to establish and financially support recycling initiatives.
Biggest changeSome 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.
The Company operates as one enterprise and believes that it prioritizes boundaryless leadership and sound decision making, and that it operates with one plan, delivering customer-centric results. These efforts, combined with its values and behaviors, advances the Company’s ambition to be a simple, agile, and performance-based organization energized by diverse, engaged employees. Available Information The Company’s website is www.o-i.com.
The 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.
Previously Commercial Associate Director, Oral Care Europe for Procter & Gamble, a multi-national consumer goods company 2012 – 2015; Global Sales & Marketing Chief Sales & Marketing Officer, Swiss Precision Diagnostic/Clearblue (a Procter & Gamble Joint Venture) 2009 – 2012. ​ John A.
Previously Commercial Associate Director, Oral Care Europe for Procter & Gamble, a multi-national consumer goods company 2012 – 2015; Global Sales & Marketing Chief Sales & Marketing Officer, Swiss Precision Diagnostic/Clearblue (a Procter & Gamble Joint Venture) 2009 – 2012.
The Company’s largest customers consist mainly of the leading global food and beverage manufacturers, including (in alphabetical order) Anheuser- Busch InBev, Brown Forman, Carlsberg, Coca-Cola, Constellation, Heineken, Molson Coors, Nestle, PepsiCo and Pernod Ricard. The Company sells most of its glass container products directly to customers under annual or multi-year supply agreements.
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.
For the year ended December 31, 2023, the Company recognized approximately $1 million of expense related to the purchase of RECs. For more information, see Item 1A, “Risk Factors – Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change.” Research, Development and Engineering Research, development and engineering constitute important parts of the Company’s technical and sustainability activities.
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.
As of December 31, 2023, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
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.
In Europe, the Company enters into long-term contracts for a significant amount of its energy requirements. These contracts have terms that range from one to five years. The Company is also exploring various energy efficiency initiatives as well as the use of renewable energy and alternative lower-carbon fuels.
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.
As such, the Company has made significant expenditures for environmental improvements at certain of its facilities over the last several years and plans to continue making significant investments in manufacturing technology and container design as it strives to reduce the impact that its products and operations have on the environment.
As such, the Company has made expenditures for environmental improvements at certain of its facilities over the last several years and plans to continue making investments in manufacturing processes, technology and container design as it strives to reduce the impact that its products and operations have on the environment.
While the Company believes diversity, equity and inclusion are important to its long-term value and performance, it recognizes the importance of pursuing so in legally sound manners. Diversity, equity and inclusion efforts are part of the Company’s legal compliance considerations, and the Company is committed to only considering legally compliant methods for advancing these efforts.
While the Company believes inclusion is important to its long-term value and performance, it recognizes the importance of pursuing so in legally sound manners. These efforts are part of the Company’s legal compliance considerations, and the Company is committed to only considering legally compliant methods for advancing these efforts.
ITEM 1. BUSINESS General Development of Business O-I Glass, Inc., a Delaware corporation (the “Company”), through its subsidiaries, is the successor to a business established in 1903. The Company is one of the leading manufacturers of glass containers in the world with 68 glass manufacturing plants in 19 countries.
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.
Sales and Markets The Company’s principal markets for glass container products are in the Americas and Europe. Americas. The Company has 32 glass container manufacturing plants in the Americas region located in Brazil, Canada, Colombia, Ecuador, Mexico, Peru and the U.S. and interests in three joint ventures that manufacture glass containers.
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.
The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches, aseptic cartons and bag-in-box containers. 3 Table of Contents The Company seeks to provide products and services to customers ranging from large multinationals to small local breweries and wineries in a way that creates a competitive advantage for the Company.
The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches, aseptic cartons and bag-in-box containers. The Company seeks to provide products and services to customers ranging from large multinationals to small local breweries and wineries in a way that creates a competitive advantage for the Company.
The Company 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.
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’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.
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 research and development activities are conducted principally at its corporate facilities in Perrysburg, Ohio. The Company primarily focuses on advancements in the areas of 4 Table of Contents product innovation, manufacturing process control, melting technology, automatic inspection, light-weighting and further automation of manufacturing activities.
The Company’s 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.
Should the regulators significantly restrict the total number of emissions allowances available in the market, or significantly reduce the number of allowances freely allocated to the 6 Table of Contents Company’s EU plants, or if the price of such allowances increases significantly, it could have a material effect on the Company’s financial condition and results.
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.
Shipments in North America and Europe are typically greater in the second and third quarters of the year, while shipments in Latin America are typically greater in the third and fourth quarters of the year. Manufacturing The Company has 68 glass manufacturing plants.
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.
The Company competes directly with Verallia and Vidrala-Vidroporto in Brazil and Orora Group in Mexico and does not believe that it competes with any other large, multinational glass container manufacturers in the rest of the region. Europe.
The Company competes directly with Verallia and Vidrala-Vidroporto in Brazil and Crown Holdings, Inc. and Orora Group in Mexico and does not believe that it competes with any other large, multinational glass container manufacturers in the rest of the region. Europe.
As part of the Company’s journey, one of its goals is to continue to create a diverse, equitable, and inclusive work environment where employees can bring their whole selves to work, share new ideas and innovate, and in turn, enhance their overall experience and the overall well-being and the performance of the Company.
As part of the Company’s journey, one of its goals is to continue to create a fair, open and inclusive work environment where employees can bring their whole selves to work, share new ideas and innovate, and in turn, enhance their overall experience and the overall well-being and the performance of the Company.
Abrahams (50) ​ Senior Vice President, General Counsel and Corporate Secretary since September 2020; Deputy General Counsel April 2020 – August 2020; Associate General Counsel, Dispute Resolution 2017 – 2020; Assistant General Counsel, Litigation 2015 – 2017; Senior Litigator 2012 – 2015. ​ Arnaud Aujouannet (54) ​ Senior Vice President and Chief Sales and Marketing Officer since October 2017; Vice President of Sales and Marketing, Europe 2015 – 2017.
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.
The information on the Company’s website is not part of this or any other report that the Company files with, or furnishes to, the SEC. 8 Table of Contents Information About our Executive Officers In the following table, the Company sets forth certain information regarding those persons currently serving as executive officers of O-I Glass, Inc. as of February 14, 2024.
The 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 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 below) and to O-I Glass, Inc. and its affiliates (“O-I Glass”) after the Corporate Modernization.
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.
As part of this commitment, the Company has expanded its sustainability initiatives and set additional sustainability targets, including targets for increasing the use of recycled glass in its manufacturing process, reducing water consumption and waste, reducing energy consumption and carbon dioxide (“CO 2 ”) equivalent emissions, increasing the use of renewable energy, and improving its total recordable incident rates.
As part of this commitment, the Company has established sustainability initiatives and set sustainability targets, including targets for increasing the use of recycled glass in its manufacturing process, reducing energy consumption and carbon dioxide (“CO2”) equivalent emissions, increasing the use of renewable energy, and improving its total recordable incident rates.
These two reportable segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations. Products and Services The Company produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine.
These two reportable segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations. Products and Services The Company produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine. The Company also produces glass packaging for a variety of food items, soft drinks, teas, juices and pharmaceuticals.
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.
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.
The Company has aligned its sustainability ambitions with certain United Nations Sustainable Development Goals that are most relevant to its business.
The Company has been guided by certain United Nations Sustainable Development Goals that are most relevant to its business.
The principal competitors producing metal containers include Ardagh Group, Ball Corporation, Crown Holdings, Inc., CANPACK and Silgan Holdings Inc. The principal competitors producing plastic containers include Amcor, Consolidated Container Holdings, LLC, Plastipak Packaging, Inc. and Silgan Holdings Inc.
Competition is based on quality, price, service, innovation and the marketing attributes of the container. The principal competitors producing metal containers include Ardagh Group, Ball Corporation, Crown Holdings, Inc., CANPACK and Silgan Holdings Inc. The principal competitors producing plastic containers include Amcor, Plastipak Packaging, Inc. and Silgan Holdings Inc.
These plants primarily produce glass containers for the alcoholic beverages (beer, wine and spirits), non-alcoholic beverages and food markets in these countries. The Company also has interests in two joint ventures that manufacture glass containers in Italy. Throughout Europe, the Company competes directly with a variety of glass container manufacturers including Verallia, Ardagh Group, Vetropack, Vidrala and BA Vidro.
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.
Customers In most of the countries where the Company competes, it has the leading position in the glass container segment of the rigid packaging market based on sales volume.
The Company manufactures glass containers in a wide range of sizes, shapes and colors and is active in new product development and glass container innovation. Customers In most of the countries where the Company competes, it has the leading position in the glass container segment of the rigid packaging market based on sales volume.
To facilitate talent attraction and retention, the Company seeks to provide a safe, inclusive, diverse, motivating and collaborative work environment with opportunities for its employees to grow and develop in their careers, supports employees through strong compensation, benefits and health and wellness programs, and identifies programs that strive to build connections between its employees and their communities. 7 Table of Contents The Company is committed to a culture of respect and integrity and believes it is better when its workforce reflects the diversity of the world it serves, leading to a broader range of perspectives that may yield superior decisions and outcomes.
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.
It competes in the glass container segment of the rigid packaging market and is the leading glass container manufacturer in most of the countries where it has manufacturing facilities.
It competes in the glass container segment of the rigid packaging market and is the leading glass container manufacturer in most of the countries where it has manufacturing facilities. Beginning in 2024, the Company commenced a strategic review of its global profitability and manufacturing footprint, known as its Fit to Win initiative.
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. Competition is based on quality, price, service, innovation and the marketing attributes of the container.
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.
Haudrich (56) ​ Senior Vice President and Chief Financial Officer since April 2019; Senior Vice President and Chief Strategy and Integration Officer 2015 – 2019; Vice President and Acting Chief Financial Officer 2015; Vice President Finance and Corporate Controller 2011 – 2015; Vice President of Investor Relations 2009 – 2011. ​ Vitaliano Torno (65) ​ Senior Vice President,Global Business Operations, and President of O-I Europe since July 2020; President, O-I Europe 2016–2020; Managing Director, O-I Europe 2015; Vice President, European countries 2013 – 2015; Vice President, Marketing and sales, Europe 2010 – 2013. ​ ​ ​ 9 Table of Contents
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
The Company has approximately 23,000 employees and 68 plants spread across 19 countries. The Company’s core values of safety and well-being; diversity, equity and inclusion; passion; accountability; and agility drive its behaviors. Led by its people’s knowledge and ambition, the Company is innovating to meet its customers’ ever-evolving needs to help build their brands and become valued partners.
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.
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Corporate Modernization and Paddock’s Chapter 11 Filing On December 26 and 27, 2019, the Company implemented the Corporate Modernization pursuant to the Agreement and Plan of Merger, dated as of December 26, 2019, among O-I, O-I Glass and Paddock Enterprises, LLC (“Paddock”).
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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.
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The Corporate Modernization was conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which permits the creation of a holding company through a merger with a direct or indirect wholly owned subsidiary of the constituent corporation without stockholder approval.
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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.
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The Corporate Modernization involved a series of transactions (together with certain related transactions, the “Corporate Modernization”) pursuant to which (1) O-I formed a new holding company, O-I Glass, as a direct wholly owned subsidiary of O-I and a sister company to Owens-Illinois Group, Inc.
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Company Strategy The Company has established a new vision: Together, to put the power of glass within reach of everyone, every day.
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(“O-I Group”), (2) O-I Glass formed a new Delaware limited liability company, Paddock, as a direct wholly owned subsidiary of O-I Glass, (3) O-I merged with and into Paddock, with Paddock continuing as the surviving entity and as a direct wholly owned subsidiary of O-I Glass (the “Merger”) and (4) Paddock distributed 100% of the capital stock of O-I Group to O-I Glass, as a result of which O-I Group is a direct wholly owned subsidiary of O-I Glass and sister company to Paddock.
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To achieve this, the Company has developed a value creation roadmap that guides its strategic initiatives over three horizons: Horizon 1: Fit to Win - The immediate focus is on reducing the cost base to enhance the Company’s competitive position, which will improve performance, create shareholder value, and enable future profitable growth.
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Upon the effectiveness of the Merger, each share of O-I stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass stock, having the same designations, rights, powers and preferences and the qualifications, limitations, and restrictions as the corresponding share of O-I stock being converted.
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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.
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Immediately after the Corporate Modernization, O-I Glass had, on a consolidated basis, the same assets, businesses and operations as O-I had immediately prior to the Corporate Modernization. After the Corporate Modernization, O-I’s share owners became share owners of O-I Glass.
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Horizon 2: Profitable Growth - Leveraging its cost advantage, the Company will improve its product mix and access growth by winning with customers in core markets and competing effectively with alternative packaging solutions like aluminum cans. The objective is to realign the Company’s network to be the lowest cost in mainstream and the best cost in premium segments.
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The Merger was intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and as a result, the stockholders of O-I did not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their O-I shares.
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This will enable the Company to expand market presence and put glass in more hands and homes globally. Horizon 3: Strategic Optionality - Looking ahead, the Company will explore new growth initiatives such as geographical expansion, mergers and acquisitions, joint ventures, and strategic partnerships.
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On January 6, 2020, Paddock voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to equitably and finally resolve all of its current and future asbestos-related personal injury liabilities .
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These initiatives will provide the Company with the optionality to grow beyond core markets and capitalize on emerging opportunities. The ultimate goal of this new vision is to increase shareholder value by achieving a competitive cost position and driving profitable growth.
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O-I Glass and O-I Group were not included in the Chapter 11 filing.
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The Fit to Win initiative will deliver immediate cost benefits, while the long-term strategy focuses on substantially improving the competitive position.
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In July 2022, the Third Amended Plan of Reorganization for Paddock Enterprises, LLC under Chapter 11 of the Bankruptcy Code , dated May 24, 2022 (the “Plan”) became effective, and an asbestos settlement trust (the “Paddock Trust”) was established to resolve and pay Paddock’s current and future asbestos-related personal injury liabilities (see Note 15 to the Consolidated Financial Statements for more information) .
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By deepening penetration in core markets and expanding into development and seedling markets, the Company aims to achieve sustainable earnings and cash flow improvement, higher economic profit, and shareholder value. 1 Table of Contents Reportable Segments The Company has two reportable segments based on its geographic locations: Americas and Europe.
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The Paddock Trust was funded by the Company and Paddock with consideration totaling $610 million.
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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.
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As a result of the Plan becoming effective, a channeling injunction was issued that channels all of Paddock’s current and future asbestos-related personal injury claims to the Paddock 1 Table of Contents Trust and prohibits the assertion of all such claims against Paddock, the Company and certain additional protected parties.
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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.
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In addition, as set forth more fully in the Plan, the Plan provided for releases and a resolution of all claims arising out of the Corporate Modernization against, among other entities, the Company and each Released Party (as defined in the Plan).
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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.
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For a discussion of the effects of the Corporate Modernization and Paddock’s Chapter 11 proceedings on the Company’s financial statements, see Note 15 to the Consolidated Financial Statements. Company Strategy The Company’s vision is to be the most innovative, sustainable, and chosen supplier of brand-building packaging solutions.
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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.
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Its goal is to profitably grow the business and create value for its customers, share owners, suppliers, employees, society, and the planet.
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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.
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The Company will realize its vision and goal by achieving its five strategic ambitions including: ​ ● To profitably grow the top line through effective innovation, marketing, and commercialization and excel at serving current customers by significantly improving the customer experience; aligning its activity with customers’ needs and market dynamics; improving quality and flexibility; elevating innovation and new product development; improving its environmental profile; advocating and marketing glass; advancing end-to-end supply chain capabilities, processes, and talent; and enabling profitable growth; ​ ● To be cost competitive by elevating year-over-year productivity across the business by ensuring asset stability and total systems cost management; elevating factory performance, efficiency, and profitability; leveraging automation and improving quality; cultivating concepts that extend current or create new competitive advantages; and focusing on continuous improvement across all aspects of the business; ​ ● To disrupt current industry dynamics by creating a new paradigm with MAGMA by leveraging innovation and developing breakthrough technology; commercializing MAGMA; and enabling the full value chain for glass; ​ ● To become the most sustainable rigid packaging producer by repositioning its Environmental, Social and Governance (ESG) profile, improving its environmental performance; increasing recycling; and actively communicating and advocating for glass packaging; ​ ● To be a simple, agile, diverse, inclusive, and performance-based organization energized by engaged employees by elevating organizational focus; driving performance, culture, and engagement of its people; developing talent; strengthening diversity and inclusion in the workplace; and embedding flexibility to follow market needs and changes. ​ Reportable Segments The Company has two reportable segments based on its geographic locations: Americas and Europe.
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Sustainability/ESG and Workplace Safety The Company is committed to enhancing its sustainability.
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The Company also produces glass packaging for a variety of food items, soft drinks, teas, juices 2 Table of Contents and pharmaceuticals. The Company manufactures glass containers in a wide range of sizes, shapes and colors and is active in new product development and glass container innovation.
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The Company has approximately 21,000 employees and 69 plants spread across 19 countries. The Company’s operating principles drive its behaviors.
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Beginning in 2022, the Company has increased its capital expenditures for property, plant and equipment to expand the business, including to begin deploying its new MAGMA technology. The Company is implementing its MAGMA program using a multi-generation development roadmap. Generation 1 (“Gen 1”) is primarily focused on a novel and improved way to melt glass.
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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.
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Gen 1 was successfully piloted in 2018 in Streator, Illinois, and the Company started the first full-scale manufacturing line during the first half of 2021 in Holzminden, Germany. The Company’s Gen 1 solution has achieved its expectations.
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The Company is committed to a culture of respect and integrity and believes it is better when its workforce is open to a broader range of perspectives, which may yield superior decisions and outcomes.
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Generation 2 (“Gen 2”) added new production capabilities, such as a flexible batch system, improved forming technology, digitalization technology and automation equipment, representing a complete end-to-end integrated production system. The piloting of key components was demonstrated to be deployment ready in 2022, with continued development in 2023.
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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.
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Generation 3 (“Gen 3”) is the ultimate evolution of MAGMA that combines a modular, end-to-end system with optimized processes and capabilities. It is expected to include light-weighting technology along with other advancements in sustainability – for example, the utilization of renewable energy sources and a broader range of recycled glass materials to enable increased recycled content rates.
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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.
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Overall, the Company continues to make progress on Gen 3 as many of the key elements are in place and the invention of other capabilities also continues to progress. The Company expects Gen 3 will be available for deployment in 2026.
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Giancarlo 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.
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Construction of the first greenfield facility began in 2023 in Bowling Green, Kentucky with a single MAGMA manufacturing line, with additional lines planned. Initial MAGMA expansion plans will be focused in the U.S. to support the Company’s customers in the spirits and distribution business.
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Emmanuelle Guerin (50) ​ Senior Vice President, Business Operations Europe since October 2024. Vice President Global Auto Parts and Commercial Vehicles at PPG Industries, Inc.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, various policymakers, including the SEC and the States of New York, California and Illinois, have adopted or are considering adopting rules that would require companies to provide significantly expanded climate-related disclosures, which may require the Company to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on the Company’s management and Board of Directors.
Biggest changeOther 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.
There can be no assurance that the Company’s or any critical third party’s cybersecurity risk management program and processes, including its policies, controls or processes, will be fully implemented, complied with or effective to adequately anticipate, identify, detect, investigate or prevent certain cyberattacks or security incidents, including due to the increasing use by attackers of tools and techniques – such as artificial intelligence - that are designed to circumvent controls, avoid detection, obfuscate or remove forensic evidence and that evade counter-measures.
There can be no assurance that the Company’s or any critical third party’s cybersecurity risk management program and processes, including its policies, controls or processes, will be fully implemented, complied with or effective to adequately anticipate, identify, detect, investigate or prevent certain cyberattacks or security incidents, including due to the increasing use by attackers of tools and techniques – such as artificial intelligence - that are designed to circumvent controls, avoid detection, obfuscate or remove forensic evidence and evade counter-measures.
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.
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”).
Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products, such as Mexico, could have a material adverse effect on its business and financial results.
Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products, such as Mexico and Canada, could have a material adverse effect on its business and financial results.
Because many of the Company’s products are used to package consumer goods, the Company’s sales and profitability have been, and could continue to be, negatively impacted by changes in consumer preferences for those products, as well as changes in customer inventory management practices.
Because many of the Company’s products are used to package consumer goods, the Company’s sales and profitability have been, and could continue to be, negatively impacted by changes in consumer purchasing preferences for those products, as well as changes in customer inventory management practices.
The Company has been subject to cyberattacks and other security incidents in the past, including, but not limited to, phishing and malware incidents, and the Company expects cyberattacks to increase in number, frequency and sophistication going forward.
The Company has been subject to cyberattacks and other security incidents, including, but not limited to, phishing and malware incidents, and the Company expects cyberattacks to increase in number, frequency and sophistication going forward.
Many international legislative and regulatory bodies have proposed legislation and begun investigations of the tax practices of multinational companies, and, in the European Union, the tax policies of certain EU member states. One of these efforts has been led by the Organization for Economic Co-operation and Development (“OECD”), an international association of more than 35 countries including the United States.
Many international legislative and regulatory bodies have enacted legislation and begun investigations of the tax practices of multinational companies, and, in the European Union, the tax policies of certain EU member states. One of these efforts has been led by the Organization for Economic Co-operation and Development (“OECD”), an international association of more than 35 countries including the United States.
As of December 31, 2023, there were a number of U.S. states, Canadian provinces and territories and European countries with some form of legal regulation that imposes fees on producers or consumers or requirements for certain levels of recycled content affecting various types of packaging, including glass containers.
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.
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.
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.
If the Company’s projected future cash flows were lower, or if the assumed weighted average cost of capital were higher, the testing performed in the fourth quarter of 2023 may have indicated an impairment of the goodwill related to the Company’s two other reporting units.
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.
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.
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.
The Company’s European operations typically purchase natural gas under long-term supply arrangements with terms that range from one to five 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 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.
To comply with the rules imposed by the GDPR, CCPA, CPRA and other applicable data protection legislation, the Company may be required to put in place additional mechanisms which could adversely affect its business, financial condition, results of operations and cash flows. 16 Table of Contents Risks Related to the Company’s Indebtedness Substantial Leverage—The Company’s indebtedness could adversely affect the Company’s financial health.
To comply with the rules imposed by the GDPR, CCPA, CPRA and other applicable data protection legislation, the Company may be required to put in place additional mechanisms which could adversely affect its business, financial condition, results of operations and cash flows. Risks Related to the Company’s Indebtedness Substantial Leverage—The Company’s indebtedness could adversely affect the Company’s financial health.
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.
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.
In addition, the Company cannot make assurances that the integration and consolidation of newly acquired businesses will achieve any anticipated cost savings and operating synergies. Goodwill—A significant write-down of goodwill would have a material adverse effect on the Company’s reported results of operations and net worth. Goodwill at December 31, 2023 totaled $1.47 billion, representing approximately 15% of total assets.
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.
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 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.
During times of a strengthening U.S. dollar, the reported revenues and earnings of the Company’s international operations will be reduced because the local currencies will translate into fewer U.S. 18 Table of Contents dollars. This could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
During times of a strengthening U.S. dollar, the reported revenues and earnings of the Company’s international operations will be reduced because the local currencies will translate into fewer U.S. dollars. This could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
For more information, see the risk factor titled “ESG Scrutiny—Increased environmental, social and governance (ESG) scrutiny and changing expectations from stakeholders may impose additional costs or additional risks.” 21 Table of Contents The Company experiences a variety of impacts due to weather-related events, including severe weather and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological and hydrological patterns, across its 68 manufacturing facilities in 19 different countries.
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.
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.
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 contributed $32 million, $26 million and $84 million to its defined benefit pension plans in 2023, 2022 and 2021, respectively. The amount the Company is required to contribute to these plans is determined by the laws and regulations governing each plan and is generally related to the funded status of the plans.
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.
Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change Taxes—Potential tax law and U.S. trade policy changes could adversely affect net income and cash flow. The Company is subject to income tax in the numerous jurisdictions in which it operates.
Risks Related to Legal and Regulatory Matters, Sustainability and Climate Change Taxes—Potential tax law and global trade policy changes could adversely affect net income and cash flow. The Company is subject to income tax in the numerous jurisdictions in which it operates.
Future changes in 14 Table of Contents the cost of capital, expected cash flows, or other factors may cause the Company’s goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment.
Future changes in the cost of capital, expected cash flows, or other factors may cause the Company’s goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment.
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.
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.
Any substantial changes in domestic or international corporate tax policies, regulations or guidance, enforcement activities or legislative initiatives may materially adversely affect the Company. 19 Table of Contents Environmental Risks—The Company is subject to various environmental legal requirements and may be subject to new legal requirements in the future. These requirements may have a material adverse effect on operations.
Any substantial changes in domestic or international corporate tax policies, regulations or guidance, enforcement activities or legislative initiatives may materially adversely affect the Company. Environmental Risks—The Company is subject to various environmental legal requirements and may be subject to new legal requirements in the future. These requirements may have a material adverse effect on operations.
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 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 and government regulations in the jurisdictions in which it 13 Table of Contents operates.
The secured credit agreement, the indentures governing the senior notes, and certain of the agreements governing other indebtedness contain affirmative and negative covenants that limit the ability of the Company to 17 Table of Contents take certain actions.
The secured credit agreement, the indentures governing the senior notes, and certain of the agreements governing other indebtedness contain affirmative and negative covenants that limit the ability of the Company to take certain actions.
These resulting impacts could have a material adverse effect on the Company’s business, results of operations, and financial condition. ESG Scrutiny—Increased environmental, social and governance (ESG) scrutiny and changing expectations from stakeholders may impose additional costs or additional risks. In recent years, increasing attention has been given to corporate activities related to ESG matters.
These resulting impacts could have a material adverse effect on the Company’s business, results of operations, and financial condition. ESG Scrutiny—Increased environmental, social and governance (ESG) scrutiny and changing expectations from stakeholders may impose additional costs or additional risks. In recent years, increasing attention has been given to corporate activities related to climate change, human capital and other “ESG” matters.
If short-term interest rates increase, the Company’s debt service cost will increase because some of its debt is subject to short-term variable interest rates. At December 31, 2023, the Company’s debt that is subject to variable interest rates represented approximately 30% of total debt.
If 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.
For example, the current conflicts between Russia and Ukraine and Hamas and Israel, as well as any further escalation or expansion of these conflicts, and any related economic sanctions or other impacts could adversely impact the global credit, financial and economic environment, which could have a material adverse effect on the Company’s operations, including the following: ● Downturns in the business or financial condition of any of the Company’s customers or suppliers could result in a loss of revenues or a disruption in the supply of raw materials; ● Unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, could negatively affect consumer demand for the Company’s products; ● Cost inflation could negatively impact the Company’s costs for energy, labor, materials and services, and impact the Company’s profitability if increased costs are not fully passed on to customers through increased prices of the Company’s products; ● Tightening of credit in financial markets or increasing interest rates could reduce the Company’s ability, as well as the ability of the Company’s customers and suppliers, to obtain future financing; ● Volatile market performance could affect the fair value of the Company’s pension assets and liabilities, potentially requiring the Company to make significant additional contributions to its pension plans to maintain prescribed funding levels; ● The deterioration of any of the lending parties under the Company’s revolving credit facility or the creditworthiness of the counterparties to the Company’s derivative transactions could result in such parties’ failure to satisfy their obligations under their arrangements with the Company; and ● A significant weakening of the Company’s financial position or results of operations could result in noncompliance with the covenants under the Company’s indebtedness.
For 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.
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 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.
For example, most of the Company’s employees in Europe are represented by workers’ councils that must approve any changes in conditions of employment, including salaries, benefits and staff changes, and may impede efforts to restructure the Company’s workforce.
For example, most of the Company’s employees in Europe are represented by workers’ councils that must approve any changes in conditions of employment, including salaries, benefits and staff changes, and may impede efforts to restructure the Company’s workforce, including restructuring in connection with the Company’s Fit to Win initiative.
The Company’s success depends partially on its ability to improve its glass melting technology and introduce processes that emit 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. 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.
For example, during 2023, the Company experienced elevated inventory destocking across the value chain, especially related to wine, spirits and beer customers, and softer consumer consumption activity, which 11 Table of Contents negatively impacted the Company’s glass container shipments.
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.
Substantial increases and volatility in energy costs, including those resulting from extreme weather events that affect the Company’s facilities directly or its energy suppliers or the current conflicts between Russia and Ukraine and Hamas and Israel and any escalation of these conflicts could cause the Company to experience a significant increase in operating costs, which may have a material adverse effect on its assets or results of operations. 10 Table of Contents For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility.
Substantial increases and volatility in energy costs, including those resulting from extreme weather events that affect the Company’s facilities directly or its energy suppliers or the current conflicts between Russia and Ukraine and Hamas and Israel and any escalation of these conflicts could cause the Company to experience a significant increase in operating costs, which may have a material adverse effect on its assets or results of operations.
The Company has a significant amount of debt. As of December 31, 2023 and December 31, 2022, the Company had approximately $4.9 billion and $4.7 billion of total debt outstanding, respectively.
The Company 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 operates manufacturing and other facilities throughout the world. Net sales from non-U.S. operations totaled approximately $5.3 billion, representing approximately 74% of the Company’s net sales for the year ended December 31, 2023. Operations outside the U.S. that accounted for 10% or more of consolidated net sales from continuing operations in 2023 were in France, Italy and Mexico.
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.
If the Company’s joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans, which could have a material adverse effect on the Company’s financial condition and results of operations. 13 Table of Contents Labor—Some of the Company’s employees are unionized or represented by workers’ councils, and its business could be affected by labor shortages and labor cost increases.
If the Company’s joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans, which could have a material adverse effect on the Company’s financial condition and results of operations.
The Company is party to a number of collective bargaining agreements with labor unions, which at December 31, 2023 covered approximately 72% of the Company’s employees directly associated with its operations in the U.S. and Canada.
The Company 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.
Also, a government’s adoption of “buy national” policies or retaliation by another government against such policies may affect the prices of and demand for the Company’s products and could have a negative impact on the Company’s results of operations.
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.
A significant attack or incident could result in transactional errors, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), litigation (including class action) or regulatory investigations and fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
A significant attack or incident could materially impact the Company by causing transactional errors, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), litigation (including class action) or regulatory investigations and fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and/or additional compliance costs.
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 competes with each rigid packaging competitor on the basis of price, quality, service and the marketing and functional attributes of the container.
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.
As a large user of recycled glass for making new glass containers, developments regarding recycling and recycled-content laws and regulations could have a significant long-term impact on the Company’s operations that are affected by such regulations and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and the ability to meet climate-change-related targets or goals. 20 Table of Contents Climate Change and Air Emissions—The Company’s business, ability to meet climate-change goals, and transition to lower-carbon processes may be impacted by new, changed, or increased regulations or requirements relating to air emissions and the use of fossil fuels, or by the physical impacts of climate change.
As a large user of recycled glass for making new glass containers, developments regarding recycling and recycled-content laws and regulations could have a significant long-term impact on the Company’s operations that are affected by such regulations and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and the ability to meet climate-change-related targets or goals.
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.
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.
Natural gas forms the primary energy source for the Company’s European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia.
For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility. Natural gas forms the primary energy source for the Company’s European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia.
The Company’s operations, projects and growth opportunities require it to have strong relationships with various key stakeholders, including its shareowners, employees, suppliers, customers, local communities and others.
The Company’s operations, projects and growth opportunities require it to have strong relationships with various key stakeholders, including its share owners, employees, suppliers, customers, local communities and others. However, stakeholder expectations are not uniform and at times conflict.
Lower Demand Levels—Changes in consumer preferences or customer inventory management practices could have a material adverse effect on the Company’s financial results. Changes in consumer preferences for the food and beverages they consume or changes in customer inventory management practices have reduced and may continue to reduce demand for the Company’s products.
Lower Demand Levels—Changes in consumer preferences or customer inventory management practices could have a material adverse effect on the Company’s financial results.
Although prior cyberattacks have not been material, future attacks 15 Table of Contents may have a material adverse effect on the Company’s business operations, reputation and financial results.
Although prior cyberattacks have not been material, there is no guarantee that future attacks will not have a material adverse effect on the Company’s business operations, reputation and financial results.
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. ​ 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.
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.
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.
Additionally, the Company may elect to not disclose against certain, or any, such frameworks or methodologies, whether due to cost or other reasons, and the selection of certain frameworks over others may harm the Company’s reputation with stakeholders that prefer unselected standards or otherwise adversely impact its operations.
For example, the Company may not choose to engage in or pursue certain ratings, certifications, disclosure frameworks, or other initiatives, whether due to cost or other reasons, and the selection of certain initiatives over others may harm the Company’s reputation with stakeholders that prefer unselected standards or may otherwise adversely impact its business and results of operations.
Cybersecurity and Data Privacy—Security incidents affecting the Company or its third-party service providers could disrupt the Company’s business operations, result in the loss of critical and confidential information, and have a material adverse effect on its business, reputation and results of operations.
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.
Global supply chain disruptions may continue to adversely impact the Company’s ability to procure materials and equipment in a timely and cost-effective manner, which may negatively impact the Company’s operating costs and timelines for capital expenditure projects. ​ The Company’s capital expenditure plans have evolved amid ongoing supply chain challenges, and additional supply chain disruptions could cause the Company to reduce or delay capital expenditures planned for replacements, improvements and expansions, which may include additional delays in the development of the Company’s MAGMA program. ​ 12 Table of Contents Operational Disruptions—Profitability could be affected by unanticipated operational disruptions.
Global supply chain disruptions may continue to adversely impact the Company’s ability to procure materials and equipment in a timely and cost-effective manner, which may negatively impact the Company’s operating costs and timelines for capital expenditure projects. ​ Operational Disruptions—Profitability could be affected by unanticipated operational disruptions.
Glass Recycling, Deposit Return Systems, Extended Producer Responsibility and Recycled Content Requirements—The Company’s business and its ability to meet climate-change goals may be impacted by recycling and recycled-content laws and regulations. In the U.S., Canada, Europe and elsewhere, government authorities have adopted, modified, or are considering recycling and recycled-content laws and regulations, including EPR and DRS frameworks.
In the U.S., Canada, Europe and elsewhere, government authorities have adopted, modified, or are considering recycling and recycled-content laws and regulations, including EPR and DRS frameworks.
Any failure or perceived failure to pursue or fulfill the Company’s ESG-related initiatives, stakeholder expectations, or to satisfy various reporting standards could adversely impact its reputation, business activities or competitive advantage. Such ESG matters may also impact the Company’s suppliers and customers, which may compound or cause new impacts on its business, results of operations, or financial condition. ITEM 1B.
Such ESG matters may also impact the Company’s suppliers and customers, which may compound or cause new impacts on its business, results of operations, or financial condition. ITEM 1B. UNRESOLVED STAFF COMMENT S None. ​
The principal collective bargaining agreement, which at December 31, 2023 covered approximately 71% of the Company’s union-affiliated employees in the U.S. and Canada, will expire on March 31, 2025. Approximately 83% of employees in South America and Mexico are covered by collective bargaining agreements. The collective bargaining agreements in South America and Mexico have varying terms and expiration dates.
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.
If the Company is unable to continue to improve this glass melting technology through research and development or licensing of new technology, the Company may not be able to remain competitive with other packaging manufacturers. As a result, its business, financial condition, results of operations or ability to transition to lower carbon operations could be adversely affected.
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.
The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to evolve.
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.
New Glass Melting Technologies—The Company’s inability to develop or apply new glass melting technology may affect its ability to transition to lower-carbon processes and competitiveness. Supply chain challenges have delayed the development of new melting technologies, which may have a material adverse effect on the Company’s consolidated operations.
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.
ITEM 1A. RISK FACTOR S Risks Related to the Company’s Business and Industry Global Economic Environment—The global credit, financial and economic environment 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 program, including expected impacts from production curtailments, reductions in force and furnace closures, could have a material adverse effect on operations and financial condition.
Removed
The Company is implementing its MAGMA program using a multi-generation development roadmap, which will include various deployment risks and will require the discovery of additional inventions through 2026.
Added
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.
Removed
Current supply chain challenges have resulted in a delay in development of the Company’s MAGMA program and the Company may continue to face additional supply chain challenges as it continues to develop its MAGMA program.
Added
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.
Removed
The COVID-19 pandemic has presented additional operational and cybersecurity risks due to continued work-from-home arrangements at the Company and third-party providers, which presents additional opportunities for threat actors to engage in social engineering (for example, phishing) and to exploit vulnerabilities in non-corporate networks.
Added
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.
Removed
Ability to Service Debt—To service its indebtedness, the Company will require a significant amount of cash. The Company’s ability to generate cash and refinance certain indebtedness depends on many factors beyond its control.
Added
However, if new agreements are entered into during periods when prices have increased, this would lead to cost inflation and could impact the Company’s profitability if the Company is not able to pass on these increased costs to customers.
Removed
Other regulations may also have a material impact.
Added
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.
Removed
From time to time, the Company creates and publishes voluntary disclosures regarding ESG matters. Identification, assessment, and disclosure of such matters is complex. Certain statements in such voluntary disclosures may be based on the Company’s expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances, and may ultimately be incorrect.
Added
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.
Removed
The Company’s disclosures may also be at least partially reliant on third-party information that the Company has not, or cannot, independently verify. Expectations regarding management of ESG matters continue to evolve rapidly, in many instances due to factors that are out of the Company’s control.
Added
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.
Removed
For example, the Company notes that standards for the measuring and accounting of GHG emissions, as well as GHG emissions reductions, continue to change, which may impact the Company’s disclosures or actual or perceived progress on any climate targets, including to the extent the Company’s approaches are deemed in or out of alignment with best practices.
Added
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.
Removed
Additionally, ESG regulation and enforcement are evolving rapidly, and the Company may be subject to investor or regulator engagement on its ESG disclosures, even though the Company currently makes them voluntarily. There is an increase in the issuance of public and private frameworks under which organizations are urged or compelled to disclose ESG-related information.
Added
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.
Removed
These frameworks use different assumptions and require differing levels of information. As these reporting standards and disclosure requirements continue to develop, the Company may incur increasing costs related to ESG monitoring and reporting.
Added
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.
Removed
Similarly, there is an increase in for-profit and non-profit organizations that issue evaluations, ratings, or grades on an organization’s ESG performance. The assumptions and criteria used by these organization vary and change and produce differing results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe experience of the members of the Cybersecurity Steering Committee includes its CIO, who has 37 years of IT experience across various industries, including 32 years in manufacturing, and who is a member of the National Association of Manufacturer’s Cybersecurity Advisory Council, and its Director of Cybersecurity, who has 28 years of IT experience, including seven 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. 24 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
Biggest changeThe 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 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; ​ 23 Table of Contents ● 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 their criticality to its business and 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; ​ 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.
Members of the Board of Directors receive presentations on cybersecurity topics from the CIO or external experts as part of the Board’s continuing education on topics that impact public companies. The Company’s management team is responsible for assessing and managing the Company’s material risks from cybersecurity threats.
Members of the Board of Directors receive presentations on cybersecurity topics from the CHRTO or external experts as part of the Board’s continuing education on topics that impact public companies. The Company’s management team is responsible for assessing and managing the Company’s material risks from cybersecurity threats.
The Company has a Cybersecurity Steering Committee comprised of members of management, including the CIO 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.
The 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.
The Committee oversees management’s implementation of the Company’s cybersecurity risk management program. The Committee receives quarterly reports from management on the Company’s cybersecurity risks. In addition, management updates the Committee, as necessary, regarding cybersecurity incidents as determined by its Chief Information Officer (the “CIO”).
The Committee oversees management’s implementation of the Company’s cybersecurity risk management program. The Committee receives quarterly reports from management on the Company’s cybersecurity risks. In addition, management updates the Committee, as necessary, regarding cybersecurity incidents as determined by its Chief Human Resources and Technology Officer (the “CHRTO”).
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 49 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 52
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 47 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 50

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information about the Company’s purchases of its common stock during the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total Number of Shares Purchased (in thousands) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (in thousands) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (in millions) October 1 - October 31, 2023 ​ ​ 627 ​ $ 15.95 ​ ​ 627 ​ ​ 30 ​ November 1 - November 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 ​ December 1 - December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 ​ Total ​ ​ 627 ​ $ 15.95 ​ ​ 627 ​ ​ ​ ​ ​ ​ 29 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2018 ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ O-I Glass, Inc. $ 100.00 $ 70.29 $ 70.41 $ 71.17 $ 98.02 $ 96.89 ​ S&P 500 ​ 100.00 ​ 131.49 ​ 155.68 ​ 200.37 ​ 164.08 ​ 207.21 ​ Packaging Group ​ 100.00 ​ 131.99 ​ 165.88 ​ 183.73 ​ 140.70 ​ 145.07 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note: Prepared by Zacks Investment Research, Inc.
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.
Upon the effectiveness of the Merger, each share of O-I common stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass common stock, par value $.01 per share, having the same designations, rights, powers and preferences, qualifications, limitations, and restrictions as the corresponding share of O-I common stock being converted.
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.
The comparison of total return on investment for each period is based on the investment of $100 on December 31, 2018 and the change in market value of the stock, including additional shares assumed purchased through reinvestment of dividends, if any. ​ ​ 30 Table of Contents
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
Following the implementation of the Corporate Modernization, the Company’s common stock continues to be listed on the New York Stock Exchange on an uninterrupted basis with the symbol OI. The number of share owners of record on December 31, 2023 was 608.
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 On December 26 and 27, 2019, the Company implemented the Corporate Modernization. The Corporate Modernization involved a series of transactions, including the Merger.
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).
The Company regularly purchases shares pursuant to a $150 million anti-dilutive share repurchase plan authorized by the Board of Directors on February 9, 2021 that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. The current program has no expiration date.
The Company regularly purchases shares pursuant to a $100 million anti-dilutive share repurchase program authorized by the Board of Directors on May 14, 2024 that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees.
Used with permission. All rights reserved. Copyright 1980-2022 Note: 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 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission.
Added
This repurchase program superseded and replaced a prior $150 million repurchase program authorized by the Board of Directors on February 9, 2021. The current program has no expiration date.

Item 7. Management's Discussion & Analysis

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

111 edited+39 added−58 removed60 unchanged
Biggest changeFinancial information regarding the Company’s reportable segments is as follows (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net sales: ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 3,865 ​ $ 3,835 ​ Europe ​ ​ 3,117 ​ ​ 2,878 ​ Reportable segment totals ​ 6,982 ​ 6,713 ​ Other ​ 123 ​ 143 ​ Net sales ​ $ 7,105 ​ $ 6,856 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Net earnings (loss) attributable to the Company ​ $ (103) ​ $ 584 ​ Net earnings attributable to noncontrolling interests ​ ​ 18 ​ ​ 43 ​ Net earnings (loss) ​ ​ (85) ​ ​ 627 ​ Provision for income taxes ​ ​ 152 ​ ​ 178 ​ Earnings before income taxes ​ ​ 67 ​ ​ 805 ​ Items excluded from segment operating profit: ​ ​ ​ ​ ​ ​ ​ Retained corporate costs and other ​ 224 ​ 232 ​ Charge for goodwill impairment ​ ​ 445 ​ ​ ​ ​ Restructuring, asset impairment and other charges ​ 100 ​ 53 ​ Pension settlement and curtailment charges ​ 19 ​ 20 ​ Gain on sale of divested business and miscellaneous assets ​ ​ (4) ​ ​ (55) ​ Gain on sale leasebacks ​ ​ ​ ​ ​ (334) ​ Interest expense, net ​ 342 ​ 239 ​ Segment operating profit ​ $ 1,193 ​ $ 960 ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ 511 ​ ​ 472 ​ Europe ​ ​ 682 ​ ​ 488 ​ ​ ​ $ 1,193 ​ $ 960 ​ ​ 31 Table of Contents Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.
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.
Actuarial gains and losses are accumulated in Other Comprehensive Income, and the portion of each plan that exceeds 10% of the greater of that plan’s assets or projected benefit obligation is amortized to income on a straight-line basis over the average remaining service period of employees still accruing benefits or the expected life of participants not accruing benefits if all, or almost all, of the plan’s participants are no longer accruing benefits.
Actuarial gains and losses are accumulated in Other Comprehensive Income (Loss), and the portion of each plan that exceeds 10% of the greater of that plan’s assets or projected benefit obligation is amortized to income on a straight-line basis over the average remaining service period of employees still accruing benefits or the expected life of participants not accruing benefits if all, or almost all, of the plan’s participants are no longer accruing benefits.
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 operations.
MANAGEMENT’S DISCUSSIO N AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments as well as certain retained corporate costs.
MANAGEMENT’S DISCUSSIO N AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings (loss) before interest expense, net, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments as well as certain retained corporate costs.
If this occurs, it will be necessary for the Company to procure natural gas at then-current market prices and subject to market availability and could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe.
If this occurs, it may be necessary for the Company to procure natural gas at then-current market prices and subject to market availability and could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe.
The repurchases were funded with the proceeds from the May 2023 senior notes issuances described below. The Company recorded approximately $39 million of additional interest charges related to the senior note repurchases conducted in the second quarter of 2023 for note repurchase premiums, the write-off of unamortized finance fees and the settlement of a related interest rate swap.
The repurchases were funded with the proceeds from the May 2023 senior notes issuances described above. The Company recorded approximately $39 million of additional interest charges related to the senior note repurchases conducted in the second quarter of 2023 for note repurchase premiums, the write-off of unamortized finance fees and the settlement of a related interest rate swap.
The Company will monitor conditions throughout 2024 that might significantly affect the projections and variables used in the impairment test to determine if a review prior to October 1 may be appropriate. If the results of impairment testing confirm that a write-down of goodwill is necessary, then the Company will record a charge at that time.
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.
Physical Effects and other Consequences of Climate Change The Company experiences a variety of impacts due to weather-related events, including severe weather, and events related to climate change, which may include extreme storms, flooding, wildfires, extreme temperatures, and chronic changes in meteorological patterns, across its 68 manufacturing facilities in 19 different countries.
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.
The potential for additional global tax legislation changes, such as restrictions on interest deductibility, deductibility of cross-jurisdictional payments, and limitations on the utilization of tax attributes, could have a material adverse impact on net income and cash flow by impacting significant deductions or income inclusions. ​ 48 Table of Contents
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
During the time subsequent to the annual evaluation, and at December 31, 2023, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired and has determined that no such events have occurred.
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.
The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain 40 Table of Contents asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.
The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.
As of December 31, 2023, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.
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.
GAAP and is not necessarily comparable to similarly titled measures used by other companies. ​ For discussion related to changes in financial condition and the results of operations for 2022 compared to 2021, refer to Part II, Item 7.
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.
The Company’s European operations typically purchase natural gas under long-term supply arrangements with terms that range from one to five 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 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 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 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.
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, 2023 totaled approximately $1.47 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, 2024 totaled approximately $1.32 billion, representing approximately 15% of total assets.
The primary driver of this impairment was management’s update to its long-range plan, which indicated lower estimated future cash flows for its North American reporting unit (in the Americas segment) as compared to the projections used in the prior 38 Table of Contents goodwill impairment test performed as of October 1, 2022.
The primary driver of this impairment was management’s update to its long-range plan, which indicated lower estimated future cash flows for its North American reporting unit (in the Americas segment) as compared to the projections used in the prior goodwill impairment test performed as of October 1, 2022.
Critical Accounting Estimates The Company’s analysis and discussion of its financial condition and results of operations are based upon its Consolidated Financial Statements that have been prepared in accordance with accounting principles generally 44 Table of Contents accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S.
Critical Accounting Estimates The Company’s analysis and discussion of its financial condition and results of operations are based upon its Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S.
The most critical estimates are the discount rate used to calculate the actuarial 46 Table of Contents present value of benefit obligations and the expected long-term rate of return on plan assets. The Company uses discount rates based on yields of high quality fixed rate debt securities at the end of the year.
The most critical estimates are the discount rate used to calculate the actuarial present value of benefit obligations and the expected long-term rate of return on plan assets. The Company uses discount rates based on yields of high quality fixed rate debt securities at the end of the year.
Pension Settlement and Curtailment Charges In 2023, the Company recorded pension curtailment and settlement charges of approximately $19 million in the United States and Mexico. In 2022, the Company settled a portion of its pension obligations and recorded approximately $20 million of pension settlement charges, in the United States, Canada and Mexico.
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.
The Company’s customers and suppliers may also be impacted by climate risks, whether physical or transition risks, thus potentially compounding or causing further impacts to the Company’s business and results of operations. Items Excluded from Reportable Segment Totals Retained Corporate Costs and Other Retained corporate costs and other for 2023 were $224 million compared to $232 million in 2022.
The 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 projected future cash flows incorporate management’s best estimates of the 45 Table of Contents expected future results including, but not limited to, price trends, customer demand, material costs, asset replacement costs and any other known factors.
The Company’s projected future cash flows incorporate management’s best estimates of the expected future results including, but not limited to, price trends, customer demand, material costs, asset replacement costs and any other known factors.
In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. Interest Expense, Net Net interest expense in 2023 was $342 million compared to $239 million in 2022.
In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. Interest Expense, Net Net interest expense in 2024 was $335 million compared to $342 million in 2023.
Financing activities in 2023 included additions to long-term debt of $1,332 million, which included the issuance of €600 million of 6.250% senior notes due 2028 and $690 million of 7.250% senior notes due 2031.
Financing activities in 2023 included additions to long-term debt of $1,332 million, which included the issuance of €600 million aggregate principal amount of 6.250% senior notes due 2028 and $690 million aggregate principal amount of 7.250% senior notes due 2031.
The realization of deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character within 47 Table of Contents the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
The realization of deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
On May 26, 2023, the Company repurchased $142 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023, €666.7 million aggregate principal amount of the outstanding 3.125% Senior Notes due 2024, and $282.8 million aggregate principal amount of the outstanding 5.375% Senior Notes due 2025.
In May 2023, the Company repurchased $142 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023, €666.7 million aggregate principal amount of the outstanding 3.125% Senior Notes due 2024, and $282.8 million aggregate principal amount of the outstanding 5.375% Senior Notes due 2025.
At December 31, 2023 and December 31, 2022, the Company had approximately $810 million and $606 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, 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.
For purposes of determining pension charges and credits in 2023, the Company’s estimated weighted average expected long-term rate of return on plan assets is 5.75% for U.S. plans and 4.67% for non-U.S. plans compared to 5.75% for U.S. plans and 4.21% for non-U.S. plans in 2022.
For 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.
The 2024 pension expense will reflect a 5.75% and 5.14% expected long-term rate of return for the U.S. assets and non-U.S. assets, respectively. Future effects on reported results of operations depend on economic conditions and investment performance.
The 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.
For the year ending December 31, 2023, the European segment recognized approximately $37 million of expense related to emissions allowances to comply with the European Union Emissions Trading Scheme.
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.
At December 31, 2023, the Credit Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $1.45 billion in term loan A facilities ($1.39 billion outstanding balance at December 31, 2023, net of debt issuance costs ).
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 ).
The Company’s use of its accounts receivable factoring programs resulted in an increase in cash provided by operating activities of approximately $7 million and $54 million for 2023 and 2022, respectively. See Note 20 to the Consolidated Financial Statements for additional information.
The Company’s use of its accounts receivable factoring programs resulted in a decrease in cash provided by operating activities of approximately $7 million and an increase in cash provided by operating activities of approximately $7 million for 2024 and 2023, respectively. See Note 20 to the Consolidated Financial Statements for additional information.
However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions or other adverse repercussions on energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities.
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.
Significant changes in 37 Table of Contents regulations, criteria, public perception or legal requirements related to emissions reduction or fossil-fuel use could have a material impact on the Company’s results.
Significant changes in regulations, criteria, public perception or legal requirements related to emissions reduction or fossil-fuel use could have a material impact on the Company’s results.
The assumptions and estimates used to support the target and pathway are based on existing SBTi frameworks and assumptions, which likely will evolve and change, and on assumptions about the existing and future state of marketplaces and technology, which likely will evolve and change.
The assumptions and estimates used to support the target and pathway are based on certain third-party frameworks and assumptions, which likely will evolve and change, and on assumptions about the existing and future state of marketplaces and technology, which likely will evolve and change.
At December 31, 2023, the weighted average discount rate was 5.18% and 5.12% 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, 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.
Material Cash Requirements The Company’s material cash requirements include the following: ● Cash payments for debt repayments totaling $4,840 million (including finance leases) and ranging from $100 million to $1,831 million on an annual basis over the next five years (see Note 14 to the Consolidated Financial Statements).
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).
As of December 31, 2023, the Company has three reporting units and includes $848 million of recorded goodwill to the Company’s Europe reporting unit, $625 million of recorded goodwill to the Company’s Latin America reporting unit and $0 of recorded goodwill to the Company’s North America reporting unit (subsequent to the 2023 impairment).
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).
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.
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 Company recorded pension expense from continuing operations (exclusive of settlement and curtailment charges) of $30 million, $34 million, and $32 million in 2023, 2022, and 2021, respectively. Depending on currency translation rates, the Company expects to record approximately $33 million of total pension expense for the full year of 2024.
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.
In August 2023, the Company redeemed approximately $108 million aggregate principal amount of its 5.875% Senior Notes due 2023. At December 31, 2023, approximately €58 million and $17 million aggregate principal amounts of the 3.125% Senior Notes due 2024 and 5.375% Senior Notes due 2025, respectively, remained outstanding.
In August 2023, the Company redeemed approximately $108 million aggregate principal amount of its 5.875% Senior Notes due 2023. At December 31, 2024, approximately $17 million aggregate principal amount of the 5.375% Senior Notes due 2025 remained outstanding.
As described above, the Company’s reported revenues and segment operating profit in 2023 were higher due to foreign currency effects compared to 2022. This trend may not continue into 2024.
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.
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.
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.
The effects of foreign currency exchange rates increased segment operating profit by $12 million in the current year. In order to better match production to customer demand, management has implemented temporary production curtailments in the region. This initiative has resulted in higher operating costs in the fourth quarter of 2023 due to unabsorbed fixed costs.
The effects of foreign currency exchange rates increased segment operating profit by $3 million in 2024. In order to better match production to customer demand, management has implemented temporary production curtailments in the region. This initiative has resulted in higher operating costs in 2024 due to unabsorbed fixed costs.
Financing activities in 2023 also included the repayment of long-term debt of $1,298 million, which included the redemption of $250 million of the Company’s outstanding 5.875% Senior Notes due 2023, €666.7 million of the Company’s outstanding 3.125% Senior Notes due 2024, and $282.8 million of the Company’s outstanding 5.375% Senior Notes due 2025.
Financing activities in 2023 also included the repayment of long-term debt of $1,298 million, which included the repurchase and redemption of $250 million aggregate principal amount of the Company’s 5.875% Senior Notes due 2023, the repurchase of €666.7 million aggregate principal amount of 41 Table of Contents the Company’s 3.125% Senior Notes due 2024, and the repurchase of $282.8 million aggregate principal amount of the Company’s 5.375% Senior Notes due 2025.
Earnings in 2023 and 2022 included items that management considered not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Earnings ​ ​ Increase ​ ​ (Decrease) Description ​ 2023 ​ 2022 Goodwill impairment ​ ​ (445) ​ $ ​ ​ Restructuring, asset impairment and other charges ​ (100) ​ ​ (53) ​ Pension settlement and curtailment charges ​ ​ (19) ​ ​ (20) ​ Gain on sale of divested businesses and miscellaneous assets ​ ​ 4 ​ ​ 55 ​ Gain on sale leasebacks ​ ​ ​ ​ ​ 334 ​ Note repurchase premiums, the write-off of unamortized finance fees and third-party fees and settlement of a related interest rate swap ​ (39) ​ (26) ​ Valuation Allowance-Interest carryovers ​ ​ (20) ​ ​ ​ ​ Net provision for income tax on items above ​ ​ 25 ​ ​ (41) ​ Other tax adjustments ​ ​ ​ ​ ​ (2) ​ Net impact of noncontrolling interests on items above ​ ​ ​ ​ ​ (29) ​ Total ​ $ (594) ​ $ 218 ​ ​ Foreign Currency Exchange Rates Given the global nature of its operations, the Company is subject to fluctuations in foreign currency exchange rates.
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.
As a result of financing activities, the Company paid finance fees and premiums of $22 million and $29 million for 2023 and 2022, respectively. Borrowings under short-term loans were $47 million and $16 million in 2023 and 2022, respectively. Also, the Company paid approximately $40 million and received approximately $133 million related to hedging activity in 2023 and 2022, respectively.
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.
Cash Flows Operating activities: Cash provided by operating activities was $818 million for 2023, compared to $154 million of cash provided by operating activities for 2022.
Cash Flows Operating activities: Cash provided by operating activities was $489 million for 2024, compared to $818 million of cash provided by operating activities for 2023.
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. See Note 7 to the Consolidated Financial Statements for further information.
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.
The Company expects that the majority of the remaining cash expenditures related to the accrued employee costs will be paid out over the next several years. These charges also reflect approximately $3 million of other charges. During 2022, the Company implemented several discrete restructuring initiatives and recorded restructuring and other charges of $53 million.
The Company expects that the majority of the remaining cash expenditures related to the accrued employee costs will be paid out over the next several years. These charges also reflect approximately $3 million of other charges.
Assuming interest rates and scheduled maturities as of December 31, 2023, interest payments to service outstanding debt total approximately $980 million over the next five years; ● Capital expenditures of approximately $550 million to $600 million in 2024, for property, plant and equipment as described below; 42 Table of Contents ● Cash contributions to its pension plans totaling between $40 million and $75 million over the next two years, and cash contributions for other post-retirement benefits totaling $43 million through 2033 (see Note 11 to the Consolidated Financial Statements); ● Cash payments for operating leases totaling $280 million (including imputed interest) and ranging from $25 million to $57 million on an annual basis over the next five years (see Note 12 to the Consolidated Financial Statements); ● Cash payments toward restructuring activities (described below and see Note 10 to the Consolidated Financial Statements); and ● Cash payments for purchases obligations that consist primarily of contracted amounts for energy totaling approximately $1,463 million and ranging from $150 million to $551 million on an annual basis over the next five years.
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.
At December 31, 2023, the Company 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, 2023 was 6.71%.
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%.
The effects of foreign currency exchange rates increased segment operating profit by $17 million in the current year. 34 Table of Contents In order to better match production to customer demand, management has implemented temporary production curtailments in the region. This initiative has resulted in higher operating costs in the fourth quarter of 2023 due to unabsorbed fixed costs.
The effects of foreign currency exchange rates decreased segment operating profit by $2 million in 2024. In order to better match production to customer demand, management has implemented temporary production curtailments in the region. This initiative has resulted in higher operating costs in 2024 due to unabsorbed fixed costs.
For example, a one-half percentage point change in the actuarial assumption regarding discount rates used to calculate plan liabilities or in the expected rate of return on plan assets would result in a change of approximately $4 million and $8 million, respectively, in the pretax pension expense for the full year of 2023.
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.
In May 2023, the Company issued €600 million aggregate principal amount of senior notes that bear interest at a rate of 6.250% per annum and mature on May 15, 2028.
At December 31, 2024, approximately €176 million aggregate principal amounts of the 2.875% Senior Notes due 2025 remained outstanding. In May 2023, the Company issued €600 million aggregate principal amount of senior notes that bear interest at a rate of 6.250% per annum and mature on May 15, 2028.
In February 2021, the Company’s Board of Directors authorized a $150 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. In each of 2023 and 2022, the Company repurchased $40 million of shares of the Company’s common stock under this program.
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.
The delayed draw term loan facility allowed for a one-time borrowing of up to $600 million, the proceeds of which were used, in addition to other consideration paid by the Company and/or its subsidiaries, to fund the Paddock Trust.
The delayed draw term loan facility allowed for a one-time borrowing of up to $600 million, the proceeds of which were used, in addition to other consideration paid by the Company and/or its subsidiaries, to fund an asbestos settlement trust (the “Paddock Trust”) to resolve and pay current and future asbestos-related personal injury liabilities of Paddock Enterprises, LLC.
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.
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 benefit of higher selling prices exceeded cost inflation resulting in a net $288 million increase to segment operating profit in 2023. The impact of lower shipments discussed above resulted in a $95 million decrease to segment operating profit in 2023 compared to 2022. Operating costs in 2023 were $153 million higher than in the prior year.
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.
Higher selling prices in the region increased net sales by $287 million in 2023, driven by the pass through of higher cost inflation. Glass container shipments in the region were down approximately 10% in 2023 compared to 2022, which decreased net sales by approximately $385 million .
Slightly higher selling prices in the region increased net sales by $19 million in 2024, driven by the pass through of higher cost inflation. Glass container shipments in the region were down approximately 3.5% in 2024 compared to the prior year, which decreased net sales by approximately $229 million .
The Company expects that the majority of the remaining cash expenditures related to the accrued employee costs will be paid out over the next several years. These charges also reflect approximately $3 million of other charges. See Note 10 to the Consolidated Financial Statements for further information.
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.
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.
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.
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.
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.
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.
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.
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 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.
These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas ($89 million) and Europe ($6 million) segments and Retained Corporate costs and other ($2 million).
For the year ended December 31, 2023, the Company implemented several discrete restructuring initiatives and recorded restructuring and other charges of $100 million. 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 ($89 million), Europe segment ($6 million) and Retained Corporate costs and other ($2 million).
These items decreased net earnings attributable to the Company by $594 million, or $3.76 per share, in 2023 and increased net earnings attributable to the Company by $218 million, or $1.37 per share, in 2022. ​ Results of Operations—Comparison of 2023 with 2022 Net Sales The Company’s net sales in 2023 were $7,105 million compared with $6,856 million in 2022, an increase of $249 million, or 4%.
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%.
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.
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.
These interest rate swap agreements were accounted for as fair value hedges (see Note 9 for more information). The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable.
The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market.
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.
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.
S ales volumes (in tons) declined, primarily due to significant destocking activity, especially related to wine, spirits and beer customers, and softer consumer consumption activity. The favorable effects of foreign currency exchange rate changes increased net sales by $136 million in 2023 compared to the prior year, as the Mexican Peso strengthened compared to the U.S. dollar.
The decline in sales primarily resulted from destocking activity, especially related to spirits and beer customers, and soft consumer consumption. The unfavorable effects of foreign currency exchange rate changes decreased net sales by $71 million in 2024 compared to the prior year, as the Brazilian Real and Mexican Peso weakened compared to the U.S. dollar.
The BEVs of the Company’s Europe and Latin America reporting units substantially exceeded their carrying values as of October 1, 2023. Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
The Company intends to repurchase at least $30 million of shares of the Company’s common stock in 2024.
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.
The increase in operating costs was primarily due to lower production volumes, driven by the impact of temporary production curtailments to balance supply with demand, partially offset by benefits from the region’s margin expansion initiatives, higher earnings from joint ventures and approximately $16 million in subsidies received from the Italian government to help mitigate the impact of elevated energy costs, which subsidies are not expected to continue in 2024.
Operating costs in 2024 were $155 million higher than in the prior year, driven by temporary production curtailments to balance supply with demand and reduce inventory levels, lower earnings from joint ventures and the non-recurrence of approximately $16 million in subsidies received from the Italian government to help mitigate the impact of elevated energy costs in 2023, partially offset by benefits from effective operating and cost management.
In 2023, the Company recorded a net loss attributable to the Company of $103 million, or $0.67 per share (diluted), compared to net earnings attributable to the Company of $584 million, or $3.67 per share (diluted), in 2022. As discussed below, net earnings in both periods included items that management considers not representative of ongoing operations and other adjustments.
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.
See Note 21 to the Consolidated Financial Statements for further information. ​ Gain on Sale Leasebacks of Land and Building ​ For the year ended December 31, 2022, the Company recorded a pretax gain of approximately $334 million 39 Table of Contents on the sale of land and buildings (and subsequent leaseback) at two of its plants in the Americas.
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.
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. 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.
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.
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.
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.
Impairment testing on asset groups that are held for use requires estimation of projected future cash flows generated by the asset group. The assumptions underlying cash flow projections represent management’s best estimates at the time of the impairment review. Factors that management must estimate include, among other things: industry and market conditions, sales volume and prices, production costs and inflation.
The 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.
When performing a quantitative test for goodwill impairment, the Company compares the business enterprise value (“BEV”) of each reporting unit with its carrying value. The BEV is computed based on estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer.
The BEV is computed based on estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. ​ It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures, consumer preferences for alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory 50 Table of Contents management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected, (7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) seasonability of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (13) any increases in the underfunded status of the Company’s pension plans, (14) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (15) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative to the U.S. dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental legal requirements, (20) risks related to recycling and recycled content laws and regulations, (21) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders and the other risk factors discussed in this Annual Report on Form 10-K. ​ It is not possible to foresee or identify all such factors.
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.
At December 31, 2023 and 2022, the net fair value of such contracts was a net liability of approximately $14 million and $6 million, respectively. Forward-Looking Statements This document contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended.
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.
The following table provides information about the Company’s interest rate sensitivity related to its significant debt obligations, including interest rate swap agreements, at December 31, 2023.
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.
For example, the Company’s disclosures may change due to revisions in framework requirements, availability of information, changes in its business or applicable governmental policies, or other factors, some of which may be beyond its control. ​ ​ ​ ​ 51 Table of Contents
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
At December 31, 2023 and 2022, the net fair value of such swap contracts was a net liability of approximately $107 million and $55 million, respectively. As of December 31, 2023, the potential change in fair value for such financial instruments from a change of 10% in the quoted foreign exchange rates would be approximately $152 million.
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.
The net fair value of these instruments was a net liability of approximately $52 million and $25 million at December 31, 2023 and 2022, respectively.
The net fair value of these instruments was a net liability of approximately $22 million and $52 million at December 31, 2024 and 2023, respectively.
Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts 49 Table of Contents from (or payment of variable amounts to) a counterparty in exchange for the Company making (or receiving) fixed-rate payments. In 2022, the Company used interest rate swap agreements to effectively convert fixed-rate debt to variable-rate debt.
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.
At December 31, 2022, the net fair value of such swap contracts was a liability of approximately $44 million. As of December 31, 2023, based on the outstanding balances on the Company’s variable-rate debt (including the effect of the swap contracts), a one percentage point change in interest rates would change the Company’s annual net interest expense by $14 million.
As of December 31, 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.
The table presents principal cash flows and related weighted-average interest rates by expected maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at (Dollars in millions) ​ 2024 ​ 2025 ​ 2026 ​ 2027 ​ 2028 ​ Thereafter ​ Total 12/31/2023 Long-term debt at variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 63 ​ $ 80 ​ $ 80 ​ $ 1,202 ​ $ 8 ​ $ 3 ​ $ 1,436 ​ $ 1,440 Avg. principal outstanding ​ $ 1,404 ​ $ 1,333 ​ $ 1,253 ​ $ 612 ​ $ 7 ​ $ 3 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 6.36 % 6.43 % 6.46 % 6.46 % 5.51 % 5.51 % ​ ​ ​ ​ ​ Long-term debt at fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal by expected maturity ​ $ 79 ​ $ 887 ​ $ 21 ​ $ 629 ​ $ 675 ​ $ 1,113 ​ $ 3,404 ​ $ 3,458 Avg. principal outstanding ​ $ 3,366 ​ $ 2,883 ​ $ 2,429 ​ $ 2,104 ​ $ 1,452 ​ $ 1,113 ​ ​ ​ ​ ​ ​ Avg. interest rate ​ 5.29 % 5.92 % 6.49 % 5.74 % 5.40 % 6.06 % ​ ​ ​ ​ ​ ​ The Company believes the near-term exposure to interest rate risk of its debt obligations has not changed materially since December 31, 2023.
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.
ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices, and the Company’s approach to and discussion of these matters may continue to evolve as well.
In particular, certain standards and frameworks use definitions of “materiality” in the ESG context that differ from, and are often more expansive than, the definition under U.S. federal securities laws. ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices.

Other OI 10-K year-over-year comparisons