O-I Glass Inc.

10/28/2026 | Press release | Distributed by Public on 10/28/2026 14:31

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company's measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings (loss) before interest expense, net and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. The segment data presented below is prepared in accordance with general accounting principles for segment reporting. The lines titled "reportable segment totals" in both net sales and segment operating profit, however, are non-GAAP measures when presented outside of the financial statement footnotes. Management has included reportable segment totals below to facilitate the discussion and analysis of financial condition and results of operations and believes this information allows the Board of Directors, management, investors and analysts to better understand the Company's financial performance. The Company's management, including the chief operating decision maker (defined as the Chief Executive Officer), uses segment operating profit, supplemented by net sales and selected cash flow information, to evaluate segment performance and allocate resources. Segment operating profit is not, however, intended as an alternative measure of operating results as determined in accordance with U.S. GAAP and is not necessarily comparable to similarly titled measures used by other companies.

Financial information for the three and nine months ended September 30, 2026 and 2025 regarding the Company's reportable segments is as follows (dollars in millions):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Nine months ended

​

​

​

September 30,

​

September 30,

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

Net Sales:

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

$

970

​

$

940

​

$

2,790

​

$

2,756

​

Europe

​

634

​

688

​

1,993

​

2,095

​

Reportable segment totals

​

1,604

​

1,628

​

4,783

​

4,851

​

Other

​

19

​

25

​

47

​

75

​

Net Sales

​

$

1,623

​

$

1,653

​

$

4,830

​

$

4,926

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Nine months ended

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​

September 30,

​

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Net earnings (loss) attributable to the Company

​

$

(13)

​

$

30

​

$

(1,058)

​

$

9

Net earnings attributable to non-controlling interests

​

8

​

7

​

17

​

17

Net earnings (loss)

​

(5)

​

37

​

(1,041)

​

26

Provision for income taxes

​

​

39

​

​

21

​

​

195

​

​

57

Earnings (loss) before income taxes

​

34

​

58

​

(846)

​

​

83

Items excluded from segment operating profit:

​

​

​

​

​

​

​

​

​

​

​

​

Retained corporate costs and other

​

​

27

​

​

26

​

​

81

​

​

80

Goodwill impairment

​

​

​

​

​

​

​

​

873

​

​

​

Restructuring, asset impairment and other charges

​

​

3

​

​

61

​

​

58

​

​

252

(Gain) loss on sale of joint venture and misc. assets

​

​

(11)

​

​

(1)

​

​

34

​

​

(7)

Legacy environmental charge

​

​

​

​

​

​

​

​

​

​

​

4

Interest expense, net

​

86

​

91

​

251

​

​

257

Segment operating profit

​

$

139

​

$

235

​

$

451

​

$

669

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

137

​

140

​

444

​

416

Europe

​

2

​

95

​

7

​

253

Reportable segment totals

​

$

139

​

$

235

​

$

451

​

$

669

​

Note: All amounts excluded from reportable segment totals are discussed in the following applicable sections.

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Executive Overview - Quarters ended September 30, 2026 and 2025

Net sales in the third quarter of 2026 decreased $30 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volume, lower average selling prices and a divestiture of a plant, partially offset by favorable foreign currency translation.

Earnings before income taxes decreased by $24 million in the third quarter of 2026 compared to the same quarter in 2025. This change was primarily due to lower segment operating profit in Europe, partially offset by lower restructuring charges.

Segment operating profit of reportable segments in the third quarter of 2026 was $96 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company's Fit to Win initiative, partially offset by lower production volumes, lower joint-venture performance, higher freight and other costs and the nonoccurrence of several adjustments recorded in the third quarter of 2025.

Net interest expense in the third quarter of 2026 decreased $5 million compared to the third quarter of 2025, primarily due to the non-recurrence of prior period write-offs of deferred finance fees and related charges due to refinancing activity.

The effective tax rate for the third quarter of 2026 differed from the third quarter of 2025 due to a change in the mix of geographic earnings in the third quarter of 2026 and a benefit from adjustments to deferred income taxes in the third quarter of 2025 as a result of an agreement with Tax Authorities in Europe.

In the third quarter of 2026, the Company recorded a net loss attributable to the Company of $13 million, or $0.08 per share, compared to net earnings attributable to the Company of $30 million, or $0.19 per share, in the third quarter of 2025. As discussed below, net loss or net earnings attributable to the Company in 2026 and 2025, respectively, included items that management considers not representative of ongoing operations and other adjustments. These items decreased net loss attributable to the Company by $2 million, or $0.01 per share, in the third quarter of 2026 and decreased net earnings attributable to the Company by $45 million, or $0.29 per share, in the third quarter of 2025.

Results of Operations - Third Quarter of 2026 Compared with Third Quarter of 2025

Net Sales

The Company's net sales in the third quarter of 2026 were $1,623 million compared with $1,653 million in the third quarter of 2025, a decrease of $30 million, or approximately 2%. Glass container shipments, in tons, were down approximately 3% in the third quarter of 2026 (down approximately 2% excluding the impact of a divestiture), which decreased net sales by approximately $48 million compared to the same period in the prior year. Sales demand was sluggish and uneven across markets and categories, yet shipment trends have improved sequentially in each quarter in 2026. Shipments to food and non-alcoholic beverage customers continues to outperform shipments to alcohol customers. Average selling prices modestly declined, which decreased net sales by $11 million in the third quarter of 2026. Favorable foreign currency exchange rates increased net sales by $35 million in the third quarter of 2026 compared to the same period in the prior year. Other sales were approximately $6 million lower in the third quarter of 2026 than in the same quarter in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.

The change in net sales of reportable segments can be summarized as follows (dollars in millions):

​

​

​

​

​

​

​

​

Reportable segment net sales - 2025

​ ​ ​

​

​

​ ​ ​

$

1,628

Price

​

$

(11)

​

​

​

​

Sales volume and mix

​

(48)

​

​

​

​

Effects of changing foreign currency rates

​

35

​

​

​

​

Total effect on reportable segment net sales

​

​

​

​

(24)

​

Reportable segment net sales - 2026

​

​

​

​

$

1,604

​

​

Americas: Net sales in the Americas in the third quarter of 2026 were $970 million compared to $940 million in the third quarter of 2025, an increase of $30 million, or more than 3%. Selling prices increased approximately 1.6% in the region, which increased net sales by $15 million in the third quarter of 2026. Glass container shipments were approximately 1.3% lower in the third quarter of 2026, which decreased net sales by approximately $27 million, with sluggish market conditions, disruptions from the earthquake in the Andean region and the onset of the U.S.-Canada trade dispute impacting the quarter. Strong shipment growth in Latin America largely offset headwinds in North America, which was concentrated in the wine and spirits categories. The favorable effects of foreign currency exchange rate changes increased net sales by $42 million in the third quarter of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.

Europe: Net sales in Europe in the third quarter of 2026 were $634 million compared to $688 million in the third quarter of 2025, a decrease of $54 million, or approximately 8%. Selling prices were approximately 3.8% lower in Europe, which decreased net sales by $26 million in the third quarter of 2026. Glass container shipments decreased by approximately 3.7% in the third quarter of 2026, which decreased net sales by approximately $21 million. Shipments increased in the United Kingdom and remained stable in Northern Europe, while Southern Europe remained under pressure, particularly in wine - a category that continues to suffer declining consumer and export volumes. Unfavorable effects of foreign currency exchange rate changes decreased net sales by $7 million in the third quarter of 2026 compared to the same period in the prior year, as the Euro slightly weakened compared to the U.S. dollar.

Earnings (Loss) Before Income Taxes and Segment Operating Profit

Earnings before income taxes was $34 million in the third quarter of 2026 compared to $58 million in the third quarter of 2025, a decrease of $24 million, or 41%. This decrease was primarily due to lower segment operating profit in Europe, partially offset by lower restructuring charges.

Segment operating profit of the reportable segments includes an allocation of some corporate expenses based on a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained corporate costs and other. For further information, see Segment Information included in Note 1 to the Condensed Consolidated Financial Statements.

Segment operating profit of reportable segments in the third quarter of 2026 was $139 million, compared to $235 million in the third quarter of 2025, a decrease of $96 million, or 41%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were lower and favorably impacted by approximately $45 million of benefits from the Company's Fit to Win initiative (below the Company's prior expectations, reflecting the slower pace of recovery in Europe), partially offset by approximately $37 million related to lower production volumes, lower joint-venture performance, higher freight and other costs and the nonoccurrence of several adjustments recorded in the third quarter of 2025. Favorable foreign currency exchange rates increased segment operating profit by $7 million in the third quarter of 2026 compared to the same quarter in the prior year.

The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions):

​

​

​

​

​

​

​

​

Reportable segment operating profit - 2025

​ ​ ​

​

​

​ ​ ​

$

235

Net price (net of cost inflation)

​

$

(97)

​

​

​

​

Sales volume and mix

​

​

(14)

​

​

​

​

Operating costs

​

8

​

​

​

​

Effects of changing foreign currency rates

​

​

7

​

​

​

​

Total net effect on reportable segment operating profit

​

​

​

​

​

(96)

​

Reportable segment operating profit - 2026

​

​

​

​

$

139

​

​

​

Americas: Segment operating profit in the Americas was $137 million in the third quarter of 2026, compared to $140 million in the third quarter of 2025, a decrease of $3 million, or approximately 2%. Higher cost inflation, especially energy costs, exceeded higher selling prices and resulted in a $6 million decrease to segment operating profit in the third quarter of 2026. The impact of lower shipments discussed above decreased segment operating profit by $10 million in the third quarter of 2026 compared to the same quarter in 2025. The effects of foreign currency exchange rates increased segment operating profit by $10 million in the third quarter of 2026.

In addition, operating costs in the third quarter of 2026 were $3 million lower than in the same period in the prior year, primarily due to approximately $18 million in savings from the Company's Fit to Win initiative, partially offset by $15 million from costs related to lower joint-venture performance, higher freight and other costs, as well as the nonoccurrence of $6 million of insurance claims recorded in the third quarter of 2025.

As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in the Americas will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.

Europe: Segment operating profit in Europe was $2 million in the third quarter of 2026 compared to $95 million in the third quarter of 2025, a decrease of $93 million, or approximately 98%. Lower net selling prices (net of cost inflation) decreased segment operating profit by $91 million in the third quarter of 2026 compared to the same quarter in 2025 due to elevated competitive pressures and elevated energy and freight costs. The region's energy and freight costs were approximately $15 million above the Company's expectations entering the quarter. The impact of lower shipments discussed above decreased segment operating profit by approximately $4 million.

Partially offsetting this was the benefit of $5 million of lower operating costs in the third quarter of 2026 compared to the same quarter in 2025. Lower operating costs were driven by approximately $27 million of benefits from the Fit to Win initiative and approximately $11 million in one-time benefits, primarily related to a business tax resolution. These benefits were partially offset by $33 million from higher costs related to lower production volumes, lower joint-venture performance, the nonoccurrence of a $13 million favorable adjustment to the segment's carbon emissions accrued liabilities in the third quarter of 2025 and other costs. The effects of foreign currency exchange rates decreased segment operating profit by $3 million in the third quarter of 2026.

Europe's year-to-date segment operating profit is down significantly in 2026. Commercial pressures and elevated energy and freight costs have weighed on results, with internal supply-chain challenges compounding these headwinds. The Company has established a detailed recovery plan focused on improving commercial performance, managing energy costs, as well as driving plant and supply-chain efficiencies. These actions are expected to help improve future earnings and cash flow in 2027.

As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.

Interest Expense, Net

Net interest expense in the third quarter of 2026 was $86 million compared to $91 million in the third quarter of 2025, primarily due to the non-recurrence of prior period write-offs of deferred finance fees and related charges due to refinancing activity.

Provision for Income Taxes

The Company's effective tax rate from operations for the third quarter of 2026 was 115% compared to 36% for the third quarter of 2025. The effective tax rate for the third quarter of 2026 differed from the third quarter of 2025 due to a change in the mix of geographic earnings in the third quarter of 2026 and a benefit from adjustments to deferred income taxes in the third quarter of 2025 as a result of an agreement with Tax Authorities in Europe.

Net Loss Attributable to the Company

​

For the third quarter of 2026, the Company recorded a net loss attributable to the Company of $13 million, or $0.08 per share, compared to net earnings attributable to the Company of $30 million, or $0.19 per share, in the third quarter of 2025. Net loss attributable to the Company in the third quarter of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).

​

​

​

​

​

​

​

​

​

Net Loss

​

​

(Increase)

​

​

Decrease

Description

​ ​ ​

2026

​

2025

Restructuring, asset impairment and other charges

​

$

(3)

​

$

(61)

Gain on sale of joint venture and misc. assets

​

​

11

​

​

1

Charges for note repurchase premiums and write-off of deferred finance fees and related charges

​

​

​

​

​

(7)

Deferred tax benefits

​

​

​

​

​

21

Net (expense) benefit for income tax on items above

​

​

(2)

​

​

1

Net impact of non-controlling interests on items above

​

​

(4)

​

​

​

Total

​

$

2

​

$

(45)

​

Executive Overview - Nine months ended September 30, 2026 and 2025

Net sales for the first nine months of 2026 decreased $96 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volumes and lower average selling prices and a divestiture of a plant, partially offset by favorable foreign currency translation.

Loss before income taxes changed by $929 million in the first nine months of 2026 compared to earnings before income taxes in the same period in 2025. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe, partially offset by lower restructuring charges in the first nine months of 2026.

Segment operating profit of reportable segments in the first nine months of 2026 was $218 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company's Fit to Win initiative, partially offset by temporary production curtailments, furnace events, operational disruptions following recent plant restructuring actions, other costs and the non-occurrence of certain one-time benefits in the same period in the prior year.

Net interest expense in the first nine months of 2026 decreased $6 million compared to the same period in 2025, primarily due to lower write-offs of deferred finance fees and related charges due to refinancing activity.

The effective tax rate for the first nine months of 2026 differed from the first nine months of 2025 due to non-deductible goodwill impairment charges, the additional $96 million change in European valuation allowance on deferred

tax assets in the first nine months of 2026, benefits from adjustments to deferred income taxes as a result of an agreement with Tax Authorities in Europe and a European Investment incentive in the first nine months of 2025, and a change in the mix of geographic earnings.

For the first nine months of 2026, the Company recorded a net loss attributable to the Company of $1,058 million, or $6.90 per share, compared to net earnings attributable to the Company of $9 million, or $0.06 per share (diluted), in the first nine months of 2025. As discussed below, net loss attributable to the Company in 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments. These items increased net loss attributable to the Company by $1,066 million, or $6.95 per share, in the first nine months of 2026 and decreased net earnings attributable to the Company by $209 million, or $1.35 per share, in the first nine months of 2025.

Results of Operations - First Nine Months of 2026 Compared with First Nine Months of 2025

Net Sales

The Company's net sales in the first nine months of 2026 were $4,830 million compared with $4,926 million in the first nine months of 2025, a decrease of $96 million, or approximately 2%. Average selling prices declined, which decreased net sales by $20 million in the first nine months of 2026. Glass container shipments, in tons, were down approximately 6% in the first nine months of 2026 (down approximately 5% excluding the impact of a divestiture), which decreased net sales by approximately $263 million compared to the same period in the prior year. The Company believes that several factors contributed to lower volumes in the first nine months of 2026, including softer demand in the beer, wine and spirits categories, tougher comparisons as the first nine months of 2025 likely benefitted from higher demand ahead of new U.S. tariffs, competitive pressures, primarily in Europe, and constrained sales opportunities resulting from several furnace events and operational disruptions following recent plant restructuring actions. Food and non-alcoholic beverage glass container sales continue to perform better than beer, wine and spirits sales. Favorable foreign currency exchange rates increased net sales by $215 million in the first nine months of 2026 compared to the same period in the prior year. Other sales were approximately $28 million lower in the first nine months of 2026 than in the same period in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.

The change in net sales of reportable segments can be summarized as follows (dollars in millions):

​

​

​

​

​

​

​

Reportable segment net sales - 2025

​ ​ ​

​

​

​ ​ ​

$

4,851

Price

​

$

(20)

​

​

​

Sales volume and mix

​

(263)

​

​

​

Effects of changing foreign currency rates

​

​

215

​

​

​

Total effect on reportable segment net sales

​

​

​

​

​

(68)

Reportable segment net sales - 2026

​

​

​

​

$

4,783

​

Americas: Net sales in the Americas in the first nine months of 2026 were $2,790 million compared to $2,756 million in the first nine months of 2025, an increase of $34 million, or approximately 1%. Higher selling prices in the region increased net sales by $74 million in the first nine months of 2026. Glass container shipments were approximately 6% lower in the first nine months of 2026, which decreased net sales by approximately $183 million, due to challenging prior year comparisons, soft demand in the beer and wine categories, ongoing customer inventory adjustments in spirits and a furnace event that constrained sales opportunities. Sales trends were more stable in the food and non-alcoholic beverage categories. Sales volumes in the first nine months of 2026 throughout the segment were down in North America and Mexico and up in South America compared to the same period in 2025. The favorable effects of foreign currency exchange rate changes increased net sales by $143 million in the first nine months of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.

Europe: Net sales in Europe in the first nine months of 2026 were $1,993 million compared to $2,095 million in the first nine months of 2025, a decrease of $102 million, or approximately 5%. Lower average selling prices in Europe decreased net sales by $94 million in the first nine months of 2026. Glass container shipments decreased by approximately 4% in the first nine months of 2026, which decreased net sales by approximately $80 million. The

Company believes that net sales in the first nine months of 2026 were adversely impacted by competitive price pressure in select markets, tougher comparisons, as the first nine months of 2025 likely benefitted from higher demand ahead of new U.S. tariffs, and operational disruptions in the first half of 2026 following recent plant restructuring actions that constrained sales opportunities. Lower shipments were most pronounced to wine customers across Southern Europe. Favorable effects of foreign currency exchange rate changes increased net sales by $72 million in the first nine months of 2026 compared to the same period in the prior year, as the Euro strengthened compared to the U.S. dollar.

Earnings (Loss) Before Income Taxes and Segment Operating Profit

Loss before income taxes was $846 million in the first nine months of 2026 compared to earnings before income taxes of $83 million in the first nine months of 2025, a change of $929 million. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe, partially offset by lower restructuring charges.

Segment operating profit of the reportable segments includes an allocation of some corporate expenses based on a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained corporate costs and other. For further information, see Segment Information included in Note 1 to the Condensed Consolidated Financial Statements.

Segment operating profit of reportable segments in the first nine months of 2026 was $451 million, compared to $669 million in the first nine months of 2025, a decrease of $218 million, or 33%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were lower and favorably impacted by approximately $136 million ($106 million net of disruptions) of benefits from the Company's Fit to Win initiative (below the Company's expectations, reflecting the slower pace of recovery in Europe), partially offset by approximately $108 million related to temporary production curtailments and lower production volumes, furnace events and operational disruptions following recent plant restructuring actions, other costs and the non-occurrence of certain one-time benefits in the same period in the prior year. Favorable foreign currency exchange rates increased segment operating profit by $28 million in the first nine months of 2026 compared to the same period in the prior year.

The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions):

​

​

​

​

​

​

​

Reportable segment operating profit - 2025

​ ​ ​

​

​ ​ ​

​ ​ ​

$

669

Net price (net of cost inflation)

​

$

(226)

​

​

​

Sales volume and mix

​

​

(48)

​

​

​

Operating costs

​

28

​

​

​

Effects of changing foreign currency rates

​

​

28

​

​

​

Total net effect on reportable segment operating profit

​

​

​

​

​

(218)

Reportable segment operating profit - 2026

​

​

​

​

$

451

​

Americas: Segment operating profit in the Americas was $444 million in the first nine months of 2026, compared to $416 million in the first nine months of 2025, an increase of $28 million, or approximately 7%. Higher selling prices exceeded higher cost inflation and resulted in a $26 million increase to segment operating profit in the first nine months of 2026. The impact of lower shipments discussed above, partially offset by an improved mix, decreased segment operating profit by $35 million in the first nine months of 2026 compared to the same period in 2025. The effects of foreign currency exchange rates increased segment operating profit by $27 million in the first nine months of 2026.

In addition, operating costs in the first nine months of 2026 were $10 million lower than in the same period in the prior year, primarily due to approximately $55 million in savings from the Company's Fit to Win initiative. These benefits were partially offset by approximately $45 million from temporary production curtailments to balance supply and demand, several external disruptions, including extreme weather in North America, civil unrest in Mexico and a natural gas pipeline outage in Peru, costs incurred related to a furnace event and the nonoccurrence of insurance settlements recorded in the first nine months of 2025.

As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in the Americas will be necessary in future periods to

align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.

Europe: Segment operating profit in Europe was $7 million in the first nine months of 2026 compared to $253 million in the first nine months of 2025, a decrease of $246 million, or approximately 97%. Lower net selling prices (net of cost inflation) decreased segment operating profit by $252 million in the first nine months of 2026 compared to the same period in 2025 due to higher energy costs, including the step-up in energy costs following the expiration of favorable energy contracts at the end of 2025, and elevated competitive pressures. The impact of lower shipments discussed above decreased segment operating profit by approximately $13 million.

Partially offsetting this was the benefit of $18 million of lower operating costs in the first nine months of 2026 compared to the same period in 2025, driven by approximately $81 million of benefits from the Fit to Win initiative. These benefits were partially offset by approximately $63 million related to operational disruptions following recent plant restructuring actions, two furnace events, lower production volumes and temporary production curtailments to balance supply and demand and other higher costs. The effects of foreign currency exchange rates increased segment operating profit by $1 million in the first nine months of 2026.

​

Europe's year-to-date segment operating profit is down significantly in 2026. Commercial pressures and elevated energy and freight costs have weighed on results, with internal supply-chain challenges compounding these headwinds. The Company has established a detailed recovery plan focused on improving commercial performance, managing energy costs, as well as driving plant and supply-chain efficiencies. These actions are expected to help improve future earnings and cash flow in 2027.

As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.

Interest Expense, Net

Net interest expense in the first nine months of 2026 was $251 million compared to $257 million in the first nine months of 2025, primarily due to lower write-offs of deferred finance fees and related charges due to refinancing activity.

Provision for Income Taxes

The Company's effective tax rate from operations for the nine months ended September 30, 2026 was (23%) compared to 69% for the nine months ended September 30, 2025. The effective tax rate for the first nine months of 2026 differed from the first nine months of 2025 due to non-deductible goodwill impairment charges, the additional $96 million change in European valuation allowance on deferred tax assets in the first nine months of 2026, benefits from adjustments to deferred income taxes as a result of an agreement with Tax Authorities in Europe and a European Investment incentive in the first nine months of 2025, and a change in the mix of geographic earnings.

Net Earnings (Loss) Attributable to the Company

For the first nine months of 2026, the Company recorded a net loss attributable to the Company of $1,058 million, or $6.90 per share, compared to net earnings attributable to the Company of $9 million, or $0.06 per share (diluted), in the first nine months of 2025. Net loss attributable to the Company in the first nine months of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).

​

​

​

​

​

​

​

​

​

​

Net Earnings

​

​

Increase

​

​

(Decrease)

Description

​ ​ ​

2026

​

2025

Goodwill impairment

​

$

(873)

​

$

​

Restructuring, asset impairment and other charges

​

​

(58)

​

​

(252)

Legacy environmental charge

​

​

​

​

​

(4)

Gain (loss) on sale of joint venture and misc. assets

​

​

(34)

​

​

7

Charges for note repurchase premiums and write-off of deferred finance fees and related charges

​

​

(1)

​

​

(7)

Change in European valuation allowance on deferred tax assets

​

​

(96)

​

​

​

European investment tax incentive

​

​

​

​

​

22

Deferred tax benefits

​

​

​

​

​

21

Net benefit for income tax on items above

​

​

1

​

​

4

Net impact of non-controlling interests on items above

​

​

(5)

​

​

​

Total

​

$

(1,066)

​

$

(209)

​

Forward-Looking Operational and Financial Information

● Globally, shipments declined approximately 3% year-over-year in the third quarter of 2026 (down approximately 2% excluding the impact of a divestiture). Looking ahead, the Company expects flat to low-single-digit shipment growth in the fourth quarter compared to the prior year supported by easier comparisons and new business wins. For the full year 2026, the Company expects sales volumes will be down approximately 3-4% from the prior year.
● To help limit energy-cost exposure, the Company has now fixed 100% of its European natural-gas requirements for the remainder of 2026 and more than 90 percent of its forecasted European natural gas needs for 2027 at rates favorable to current index prices. Barring extreme price spikes or supply disruptions, this coverage should significantly limit further changes in direct gas costs for the remainder of the year.
● Management anticipates generating approximately $180 million of net Fit to Win benefits in 2026, down from the initial estimate of $200 million given the pace of recovery in Europe. On a cumulative basis, the Company expects at least $650 million of Fit to Win benefits through 2027 (with 2024 as a baseline).
● Cash provided by operating activities is expected to be approximately $125 million for 2026. Capital expenditures in 2026 are expected to be approximately $425 million.
● Given evolving commercial, energy, and global trade conditions, among other factors, O-I is no longer maintaining its 2027 targets and plans to provide 2027 guidance on its 2026 year-end earnings call. In Europe, earnings will likely remain under pressure through the first quarter of 2027 due to peak energy inflation and normal seasonality.

​

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for the third quarter of 2026 were $27 million compared to $26 million in the third quarter of 2025 and were $81 million in the first nine months of 2026 compared to $80 million for the same period in 2025. These costs were impacted in the third quarter and first nine months of 2026, primarily due to lower management incentive expenses, higher expenses related to transformation activities, lower recharges to the regions due to decreasing costs, partially offset by approximately $5 million and $29 million of benefits from the Company's Fit to Win initiative in the third quarter of 2026 and the first nine months of 2026, respectively (consistent with management's expectations).

Charge for Goodwill Impairment

As part of its on-going assessment of goodwill, the Company determined that indicators of impairment occurred during the second quarter of 2026, including a significant reduction of its share price and lower projected earnings and cash flow from its European operations. The Company's business in Europe has experienced a combination of softer demand and an increasingly competitive market backdrop, which pressured price amid low-capacity utilization. In the second quarter of 2026, higher operating costs associated with recent plant restructuring actions in Europe also impacted operations more negatively. Higher global energy costs in Europe are also expected in future periods driven by the conflicts in the Middle East. These factors, combined with the narrow difference between the estimated fair value and carrying value of the Europe reporting unit as of December 31, 2025, resulted in the Company performing an interim impairment analysis during the second quarter of 2026. As a result, the Company recorded a non-cash impairment charge of $873 million in the second quarter of 2026, which was equal to the excess of the Europe reporting unit's carrying value over its fair value and resulted in a complete impairment of Europe's goodwill balance. Goodwill related to the Company's Latin America reporting unit (Americas segment) was determined to not be impaired as a result of the interim impairment analysis, and no goodwill remains on the Company's North America reporting unit.

See Note 5 to the Condensed Consolidated Financial Statements for further information.

Restructuring, Asset Impairment and Other Charges

For the three and nine months ended September 30, 2026, the Company recorded restructuring, asset impairment and other charges of approximately $3 million and $58 million, respectively, to Other expense, net in the Condensed Consolidated Results of Operations. These charges included $5 million and $60 million for the three and nine months ended September 30, 2026, respectively, for restructuring activity, all of which related to the Fit to Win program, and $2 million of other credits for both the three and nine months ended September 30, 2026. For the three months ended September 30, 2026, these restructuring-related charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($1 million) and Europe segment ($4 million). For the nine months ended September 30, 2026, these restructuring-related charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($8 million), Europe segment ($48 million) and Retained corporate costs and other ($4 million). Additional restructuring charges are expected in future quarters when management completes its assessment to reduce redundant production capacity and streamline costs. The Company expects that the majority of the remaining cash expenditures related to the accrued employee and other exit costs will be paid out over the next several years.

For the three and nine months ended September 30, 2025, the Company recorded restructuring, asset impairment and other charges of approximately $61 million and $252 million (which included $117 million related to its decision to halt the MAGMA program), respectively, to Other expense, net in the Condensed Consolidated Results of Operations. These charges included $60 million and $255 million for the three and nine months ended September 30, 2025, respectively, for restructuring activity, primarily related to the Fit to Win program, and $1 million of other charges and $3 million of other credits for the three and nine months ended September 30, 2025, respectively. For the three months ended September 30, 2025, 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 ($59 million) and Europe segment ($1 million). For the nine months ended September 30, 2025, 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 ($115 million), Europe segment ($56 million) and Retained corporate costs and other ($84 million).

See Note 7 to the Condensed Consolidated Financial Statements for further information.

Gain (Loss) on Sale of Miscellaneous Assets

In the third quarter of 2026, the Company recorded pre-tax gains of approximately $11 million, primarily related to the sale of land from a previously closed plant in the Americas. In the first nine months of 2026, the Company recorded pre-tax losses of approximately $34 million, primarily related to the sale of its share of a joint venture in the former Asia Pacific region.

In the third quarter and first nine months of 2025, the Company recorded pre-tax gains of approximately $1 million and $7 million, respectively, on the sale of land and buildings of previously closed plants in the Americas and Europe.

Legacy Environmental Charge

From December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service ("NPS").  The Company and the United States had been engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs. In the first quarter of 2025, the Company and the NPS reached a tentative settlement, and the Company recorded a charge of approximately $4 million to Other expense, net in the Condensed Consolidated Results of Operations to augment its previous accrual balance related to this matter. In the third quarter of 2025, the consent order between the parties was approved by the U.S. District Court, and the Company paid $16.5 million to resolve this matter.

Capital Resources and Liquidity

On September 30, 2025, certain of the Company's subsidiaries entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement (the "Credit Agreement"), which refinanced in full the previous credit agreement. The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility. The term loans A mature, and the revolving credit facility terminates, in September 2030, and the term loans B mature in September 2032; provided, however, that if any of the senior notes issued by certain subsidiaries of the Company are outstanding on the date that is 91 days prior to the maturity date for such senior notes (any such date, a "Springing Maturity Date"), then the term loans A, the revolving credit facility and the term loans B will mature and terminate, as applicable, on such Springing Maturity Date. Borrowings under the Credit Agreement are secured by certain collateral of the Company and certain of its subsidiaries.

At September 30, 2026, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($789 million outstanding balance at September 30, 2026, net of debt issuance costs) and $650 million in term loan B facilities ($639 million outstanding balance at September 30, 2026, net of debt issuance costs). At September 30, 2026, the Company's subsidiaries that are party to the Credit Agreement had unused credit of $1.15 billion available under the revolving credit facility as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at September 30, 2026 was 5.77%.

The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.

The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the

revolving credit facility, for the benefit of the lenders under the term loans B) that requires the Company and certain of its subsidiaries, collectively, not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company and certain of its subsidiaries to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of September 30, 2026, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility. The interest rate on borrowings under the Credit Agreement is, at the option of the applicable borrower, the Base Rate, Term SOFR or, for non-U.S. Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin. The applicable margin, for the Term Loans A and the revolving credit facility, ranges from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. The applicable margin, for the Term Loans B, is 3.00% for Term SOFR loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio.

Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company's domestic subsidiaries and certain foreign subsidiaries. Such obligations are also secured by a pledge of intercompany debt and equity investments in certain of the Company's domestic subsidiaries and, in the case of foreign obligations, of stock of certain foreign subsidiaries. All obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Credit Agreement are guaranteed by certain foreign subsidiaries of the Company.

In May 2026, the Company issued $500 million aggregate principal amount of senior notes that bear interest at 9.500% and mature on June 1, 2033. The senior notes were issued via private placements and are guaranteed by certain of the Company's subsidiaries. The net proceeds, after deducting debt issuance costs, were used to repurchase and redeem the aggregate principal amounts described in the May 2026 redemption below.

In May 2026, the Company redeemed $612 million aggregate principal amount of the outstanding 6.625% Senior Notes due 2027. The redemption was funded in part with the proceeds from the May 2026 senior notes issuance described above. The Company recorded approximately $1 million of additional interest charges related to this senior note redemption for the write-off of unamortized finance fees.

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.

Material Cash Requirements

There have been no material changes to the Company's material cash requirements at September 30, 2026 from those described in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of

Operations - Capital Resources and Liquidity - Material Cash Requirements" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Flows

Operating activities: Cash utilized by operating activities was $35 million for the nine months ended September 30, 2026, compared to $198 million of cash provided by operating activities for the first nine months ended September 30, 2025. The increase in cash utilized by operating activities in the first nine months of 2026 was primarily due to a larger net loss and an increase in cash paid for restructuring activities than in the same period in 2025.

Working capital was a use of cash of $225 million in the first nine months of 2026, compared to a use of cash of $238 million in the same period in 2025. The lower use of cash from working capital for the nine months ended September 30, 2026 reflects higher accounts payable exceeding higher accounts receivable compared to the same period in the prior year. The Company's use of its accounts receivable factoring programs resulted in an increase to cash utilized by operating activities of approximately $74 million and $83 million for the nine months ended September 30, 2026 and 2025, respectively. Excluding the impact of accounts receivable factoring, the Company's days sales outstanding as of September 30, 2026 were slightly higher compared to September 30, 2025.

Investing activities: Cash utilized in investing activities was $296 million and $309 million for the first nine months of 2026 and 2025, respectively. Capital spending for property, plant and equipment was $318 million during the first nine months of 2026, compared to $339 million in the same period in 2025. The Company estimates that its full year 2026 capital expenditures are expected to approximate $425 million. Net cash proceeds on the sale of a joint venture and miscellaneous assets were $24 million and $26 million for the first nine months of 2026 and 2025, respectively.

Financing activities: Cash utilized in financing activities was $61 million and $103 million for the first nine months of 2026 and 2025, respectively. Financing activities included additions to long-term debt of $1,335 million and $2,302 million for the first nine months of 2026 and 2025, respectively. Financing activities included repayments of long-term debt of $1,381 million and $2,333 million for the nine-month periods ended September 30, 2026 and 2025, respectively. Short-term loans increased by $15 million and $10 million for the nine months ended September 30, 2026 and 2025, respectively. The Company received $3 million and paid $23 million for hedging activity for the nine months ended September 30, 2026 and 2025, respectively. During the first nine months of 2026 and 2025, the Company repurchased $10 million and $30 million, respectively, of its common stock. The Company intends to repurchase no additional shares of its common stock in 2026.

The Company anticipates that cash flows from its opera­tions and from utiliza­tion of credit available under the revolving credit facilities provided by the Credit Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (the next 12 months) and long-term basis (beyond the next 12 months). However, as the Company cannot predict the impact from tariffs and other changes in global trade policies and the outcome of the conflicts between Russia and Ukraine and in the Middle East and its impact on the Company's customers and suppliers, the negative financial impact to the Company's results cannot be reasonably estimated but could be material. The Company is actively managing its business to maintain cash flow, and it has significant liquidity. The Company believes that these factors will allow it to meet its anticipated funding requirements.

Critical Accounting Estimates

The Company's analysis and discussion of its financial condition and results of operations are based upon its Condensed Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The Company evaluates these estimates and assumptions on an ongoing basis. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances at the time the financial statements are issued. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ from estimates.

The impact of, and any associated risks related to, estimates and assumptions are discussed within Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as in the Notes to the Condensed Consolidated Financial Statements, if applicable, where estimates and assumptions affect the Company's reported and expected financial results.

There have been no other material changes in critical accounting estimates at September 30, 2026 from those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Forward-Looking Statements

This document contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," "target," "commit," and the negatives of these words and other similar expressions generally identify forward-looking statements.

It is possible that the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company's ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected impacts from production curtailments, reduction in force and furnace closures, (2) the Company's ability to achieve expected benefits from its European recovery plan within the anticipated timeframe, including recovering cost inflation, improving its commercial performance, managing energy cost, securing profitable volume, and improving plant efficiency through Fit to Win and optimizing logistics, (3) the general credit, financial, political, economic, legal and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade policies and disputes, financial market conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates, changes in laws or policies, legal proceedings involving the Company, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (4) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current conflicts in the Middle East and between Russia and Ukraine and disruptions in supply of raw materials caused by transportation delays), (5) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (6) changes in consumer preferences or customer inventory management practices, (7) the continuing consolidation of the Company's customer base, (8) risks related to the development, deployment and use of artificial intelligence technologies, (9) the Company's inability to improve glass melting technology in a cost-effective manner and introduce productivity, process and network optimization actions, (10) unanticipated supply chain and operational disruptions, including higher capital spending, (11) seasonality of customer demand, (12) the failure of the Company's joint venture partners to meet their obligations or commit additional capital to the joint venture, (13) labor shortages, labor cost increases or strikes, (14) 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, (15) the Company's ability to generate sufficient future cash flows to ensure the Company's goodwill is not impaired, (16) any increases in the underfunded status of the Company's pension plans, (17) 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, (18) 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, (19) risks associated with operating in foreign countries, (20) foreign currency fluctuations relative to the U.S. dollar, (21) changes in tax laws or global trade policies, (22) the Company's ability to comply with various environmental legal requirements, (23) risks related to recycling and recycled content laws and regulations, (24) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders, and the other risk factors discussed in the Company's filings with the Securities and Exchange Commission.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance, and actual results or developments may differ

materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company's results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document, except where we are expressly required to do so by law.

​

O-I Glass Inc. published this content on October 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 28, 2026 at 20:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]