O-I Glass, Inc.: Form 10-Q for the period ended Mar 31, 2026

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

Financial information for the three months ended March 31, 2026 and 2025 regarding the Company’s reportable segments is as follows (dollars in millions):

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

Executive Overview — Quarters ended March 31, 2026 and 2025

Net sales in the first quarter of 2026 decreased $27 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volumes and lower average selling prices, partially offset by favorable foreign currency translation.

Loss before income taxes changed by $71 million in the first quarter of 2026 compared to earnings before income taxes in the same quarter in 2025. This change was primarily due to lower segment operating profit in Europe.

Segment operating profit of reportable segments in the first quarter of 2026 was $67 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by slightly lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company’s Fit to Win initiatives, partially offset by temporary production curtailments and several external disruptions in the Americas, temporary expenses associated with plant closures in Europe and the nonrecurrence of an insurance settlement in the first quarter of 2025.

Net interest expense in the first quarter of 2026 decreased $2 million compared to the first quarter of 2025.

In the first quarter of 2026, the Company recorded net loss attributable to the Company of $73 million, or $0.48 per share, compared to a net loss attributable to the Company of $16 million, or $0.10 per share, in the first quarter of 2025. As discussed below, net loss attributable to the Company in 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments. These items increased net loss attributable to the Company by $81 million, or $0.53 per share, in the first quarter of 2026 and increased net loss attributable to the Company by $79 million, or $0.50 per share, in the first quarter of 2025.

Results of Operations — First Quarter of 2026 Compared with First Quarter of 2025

Net Sales

The Company’s net sales in the first quarter of 2026 were $1,540 million compared with $1,567 million in the first quarter of 2025, a decrease of $27 million, or approximately 2%. Average selling prices declined, which decreased net sales by $13 million in the first quarter of 2026. Glass container shipments, in tons, were down approximately 9% in the first quarter of 2026 (down approximately 8% excluding the impact of a divestiture), which decreased net sales by approximately $131 million compared to the same period in the prior year. The Company believes that several factors contributed to lower volumes in the first quarter of 2026, including softer demand in the beer, wine and spirits categories, tougher comparisons as the first quarter of 2025 likely benefitted from higher demand ahead of new U.S. tariffs and competitive pressures, primarily in Europe. Favorable foreign currency exchange rates increased net sales by $130 million in the first quarter of 2026 compared to the same period in the prior year. Other sales were approximately $13 million lower in the first quarter of 2026 than in the same quarter in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.

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

Americas: Net sales in the Americas in the first quarter of 2026 were $871 million compared to $873 million in the first quarter of 2025, a decrease of $2 million, or less than 1%. Higher selling prices in the region increased net sales by $23 million in the first quarter of 2026. Glass container shipments were approximately 9% lower in the first quarter of 2026, which decreased net sales by approximately $82 million, due to challenging prior year comparisons and soft demand in the beer and wine categories and ongoing customer inventory adjustments in spirits. Sales trends were more stable in the food and non-alcoholic beverage categories. Sales volumes in the first quarter of 2026 throughout the segment were down in North America and Mexico and up in South America compared to the first quarter of 2025. The favorable effects of foreign currency exchange rate changes increased net sales by $57 million in the first quarter of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.

Europe: Net sales in Europe in the first quarter of 2026 were $655 million compared to $667 million in the first quarter of 2025, a decrease of $12 million, or approximately 2%. Lower average selling prices in Europe decreased net sales by $36 million in the first quarter of 2026. Glass container shipments decreased by approximately 7% in the first quarter of 2026, which decreased net sales by approximately $49 million. The Company believes that net sales in the first quarter of 2026 were adversely impacted by competitive price pressure in select markets and tougher comparisons, as the first quarter of 2025 likely benefitted from higher demand ahead of new U.S. tariffs. Lower shipments were most pronounced to wine customers across Southern Europe. Favorable effects of foreign currency exchange rate changes increased net sales by $73 million in the first quarter of 2026 compared to the same period in the prior year, as the Euro strengthened compared to the U.S. dollar.

Earnings (Loss) before Income Taxes and Segment Operating Profit

Loss before income taxes was $53 million in the first quarter of 2026 compared to earnings before income taxes of $18 million in the first quarter of 2025, a change of $71 million. This change was primarily due to lower segment operating profit in Europe.

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

Segment operating profit of reportable segments in the first quarter of 2026 was $142 million, compared to $209 million in the first quarter of 2025, a decrease of $67 million, or 32%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were slightly lower and favorably impacted by approximately $38 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations), partially offset by approximately $30 million related to temporary production curtailments, several external disruptions in the Americas, temporary expenses associated with plant closures in Europe and other higher costs and the nonrecurrence of a $7 million insurance settlement in the first quarter of 2025. Favorable foreign currency exchange rates increased segment operating profit by $13 million in the first quarter of 2026 compared to the same quarter in the prior year.

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

Americas: Segment operating profit in the Americas was $142 million in the first quarter of 2026, compared to $141 million in the first quarter of 2025, an increase of $1 million, or less than 1%. The impact of lower shipments discussed above, partially offset by an improved mix, decreased segment operating profit by $8 million in the first quarter of 2026 compared to the same quarter in 2025. Higher selling prices exceeded higher cost inflation and resulted in a $11 million increase to segment operating profit in the first quarter of 2026. The effects of foreign currency exchange rates increased segment operating profit by $7 million in the first quarter of 2026.

In addition, operating costs in the first quarter of 2026 were $9 million higher than in the same period in the prior year, primarily due to approximately $20 million from temporary production curtailments to balance supply and demand and several external disruptions, including extreme weather in North America, civil unrest in Mexico and a natural gas pipeline outage in Peru, and the nonoccurrence of a $7 million insurance settlement recorded in the first quarter of 2025, partially offset by approximately $18 million in savings from the Company’s Fit To Win initiatives.

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

Europe: Segment operating profit in Europe was $0 in the first quarter of 2026 compared to $68 million in the first quarter of 2025, a decrease of $68 million. Lower net selling prices (net of cost inflation) decreased segment operating profit by $76 million in the first quarter of 2026 compared to the same quarter in 2025 due to a step-up in energy costs following the expiration of favorable energy contracts at the end of 2025 and elevated competitive pressures. The impact of lower shipments discussed above decreased segment operating profit by approximately $8 million.

Partially offsetting this was the benefit of $10 million of lower operating costs in the first quarter of 2026 compared to the same quarter in 2025, driven by approximately $20 million of benefits from the Fit to Win initiatives. These benefits were partially offset by approximately $10 million related to temporary expenses associated with plant closures in Europe and other higher costs. The effects of foreign currency exchange rates increased segment operating profit by $6 million in the first quarter of 2026.

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

Interest Expense, Net

Net interest expense in the first quarter of 2026 was $79 million compared to $81 million in the first quarter of 2025.

Provision for Income Taxes

The Company’s effective tax rate from operations for the first quarter of 2026 was (34%) compared to 167% for the first quarter of 2025. The effective tax rate for the first quarter of 2026 differed from the first quarter of 2025 due to pretax earnings changing from pretax income in 2025 to a pretax loss in 2026 and a change in the mix of geographic earnings.

Net Earnings (Loss) Attributable to the Company

For the first quarter of 2026, the Company recorded a net loss attributable to the Company of $73 million, or $0.48 per share, compared to a net loss attributable to the Company of $16 million, or $0.10 per share, in the first quarter of 2025. Net loss attributable to the Company in the first quarter of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).

Forward-Looking Operational and Financial Information

• While sales volumes in the first quarter of 2026 were challenging, the Company believes the trend is improving. Volume trends improved sequentially through the first quarter of 2026, with March 2026 volumes down approximately 2% from March 2025. This trend reinforces the Company’s confidence in the volume trajectory expected for the remainder of 2026. The Company continues to anticipate approximately flat second-quarter 2026 volumes and low- to mid-single-digit growth in the second half of 2026 compared to the same periods in 2025, supported by new business wins that are largely in the Americas. The Company anticipates profitable, sustainable growth in the 1% to 2% range beginning in 2027.
• Net prices (net of cost inflation) are expected to be unfavorable in 2026 and include approximately $150 million of higher energy costs in Europe as certain energy contracts are reset at higher cost levels, as well as $75 million to $100 million of additional inflation through further energy market inflation as a result of Middle East conflicts.
• To help limit energy-cost exposure, the Company has secured approximately 75–80% of its European natural-gas requirements for 2026 at rates favorable to current index prices.
• Management anticipates generating at least $275 million of Fit To Win benefits in 2026. On a cumulative basis, the Company expects at least $750 million of Fit To Win benefits through 2027 (with 2024 as a baseline).
• Cash provided by operating activities is expected to range between approximately $500 million and $600 million for 2026, including approximately $150 million of restructuring payments. Capital expenditures in 2026 are expected to be approximately $450 million.

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for the first quarter of 2026 were $32 million compared to $30 million in the first quarter of 2025. These costs increased in the first quarter of 2026, primarily due to higher expenses related to transformation activities and lower recharges to the regions due to decreasing costs, partially offset by approximately $12 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations).

Restructuring, Asset Impairment and Other Charges

For the three months ended March 31, 2026, the Company recorded restructuring, asset impairment and other charges of approximately $38 million to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($3 million), Europe segment ($31 million) and Retained corporate costs and other ($4 million). As of March 31, 2026, the Company has incurred cumulative charges of approximately $684 million related to the Fit to Win program. Additional restructuring charges are expected in future quarters when management completes its assessment to reduce redundant production capacity and streamline costs. The Company expects that the majority of the remaining cash expenditures related to the accrued employee and other exit costs will be paid out over the next several years.

For the three months ended March 31, 2025, the Company recorded restructuring, asset impairment and other charges of approximately $82 million to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($6 million), Europe segment ($52 million) and Retained corporate costs and other ($24 million).

Gain (Loss) on Sale of Miscellaneous Assets

In the first quarter of 2026, the Company recorded pre-tax losses of approximately $46 million, primarily related to the sale of its share of a joint venture in the former Asia Pacific region.

In the first quarter of 2025, the Company recorded pre-tax gains of approximately $6 million on the sale of land and buildings of a previously closed plant in the Americas.

Legacy Environmental Charge

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

Capital Resources and Liquidity

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

At March 31, 2026, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($792 million outstanding balance at March 31, 2026, net of debt issuance costs) and $650 million in term loan B facilities ($642 million outstanding balance at March 31, 2026, net of debt issuance costs). At March 31, 2026, the Company’s subsidiaries that are party to the Credit Agreement had unused credit of $1.24 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at March 31, 2026 was 5.36%.

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

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

Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of March 31, 2026, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.

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

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

The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market.

Material Cash Requirements

There have been no material changes to the Company’s material cash requirements at March 31, 2026 from those described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Material Cash Requirements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Flows

Operating activities: Cash utilized by operating activities was $294 million and $171 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cash utilized by operating activities in the first quarter of 2026 was primarily due to a larger net loss, a higher use of working capital and an increase in cash paid for restructuring activities and pension contributions than in the same quarter in 2025.

Working capital was a use of cash of $376 million in the first quarter of 2026, compared to a use of cash of $314 million in the same quarter in 2025. The higher use of cash from working capital for the three months ended March 31, 2026 reflects lower accounts receivable factoring and higher inventory levels compared to the same period in the prior year. The Company’s use of its accounts receivable factoring programs resulted in an increase to cash utilized by operating activities of approximately $93 million and $31 million for the three months ended March 31, 2026 and 2025, respectively. Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of March 31, 2026 were comparable to March 31, 2025.

Investing activities: Cash utilized in investing activities was $139 million and $120 million for the first quarter of 2026 and 2025, respectively. Capital spending for property, plant and equipment was $142 million during the first quarter of 2026, compared to $135 million in the same quarter in 2025. The Company estimates that its full year 2026 capital expenditures are expected to approximate $450 million. Net cash proceeds on the sale of a joint venture and miscellaneous assets were $5 million and $13 million, for the first quarter of 2026 and 2025, respectively.

Financing activities: Cash utilized in financing activities was $19 million and $33 million for the first quarter of 2026 and 2025, respectively. Financing activities included additions to long-term debt of $23 million and $362 million for the first quarter of 2026 and 2025, respectively. Financing activities included repayments of long-term debt of $27 million and $387 million for the first quarter ended 2026 and 2025, respectively. During each of the first quarters of 2026 and 2025, the Company repurchased $10 million of its common stock. The Company intends to repurchase up to $40 million of shares of its common stock in 2026.

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

Critical Accounting Estimates

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

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

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

Forward-Looking Statements

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

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

It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance, and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document.

There have been no material changes in market risk at March 31, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Company has investments in certain unconsolidated entities. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those maintained with respect to its consolidated subsidiaries.

As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

As required by Rule 13a-15(d) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as set forth below, there have been no material changes in risk factors at March 31, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Global Economic and Legal Environment—The global credit, financial, political, economic and legal environment could have a material adverse effect on operations and financial condition.

The global credit, financial, political, economic and legal environment can be negatively impacted by numerous events or occurrences, including political events, trade policies and disputes, acts of terrorism, hostilities or wars, natural disasters and public health issues, such as a pandemic. For example, the current conflicts in the Middle East and between Russia and Ukraine, as well as any further escalation or expansion of these conflicts, and any related economic sanctions or other impacts could adversely impact the global credit, financial, economic and legal environment, which could have a material adverse effect on the Company’s operations, including the following:

• Downturns in the business or financial condition of any of the Company’s customers or suppliers could result in a loss of revenues or a disruption in the supply of raw materials;
• Unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth and uncertainty surrounding international trade policies and regulations, changes in U.S. immigration policies, as well as disputes and protectionist measures, could negatively affect consumer demand for the Company’s products;
• Cost inflation, including as a result of imposition of or increase in tariffs and disruptions to the supply chains and restrictions of international shipping driven by geopolitical instability and conflicts, 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, and may lead to adverse changes in the availability, terms and cost of capital;
• The deterioration of any of the lending parties under the Company’s revolving credit facility or the creditworthiness of the counterparties to the Company’s derivative transactions could result in such parties’ failure to satisfy their obligations under their arrangements with the Company;
• A significant weakening of the Company’s financial position or results of operations could result in noncompliance with the covenants under the Company’s indebtedness; and
• Legal proceedings arising from the Company’s business, including governmental investigations and other government actions could be costly, time-consuming and disruptive to the Company’s operations.

Energy Costs or Availability—Higher energy costs worldwide and interrupted power supplies, including as a result of the current conflicts in the Middle East and between Russia and Ukraine, and any escalation of these conflicts, may have a material adverse effect on the Company’s consolidated assets or operations.

Electrical power, natural gas, and fuel oil are vital to the Company’s operations as it relies on a continuous energy supply to conduct its business. Depending on the location and mix of energy sources, energy accounts for 10% to 20% of total manufacturing costs. Substantial increases and volatility in energy costs, including those resulting from extreme weather events that affect the Company’s facilities directly or its energy suppliers, or the current conflicts in the Middle East and between Russia and Ukraine, and any escalation of these conflicts, could cause the Company to experience a significant increase in operating costs, which may have a material adverse effect on its assets or results of operations.

For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility. Natural gas forms the primary energy source for the Company’s European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia. The Company’s European operations typically purchase natural gas under mid- to long-term supply arrangements with terms that range from one to three years and, through these agreements, typically agree on a portion of the price with the relevant supplier in advance of the period in which the natural gas will be delivered, which shields the Company from the full impact of increased natural gas prices, while such agreements remain in effect. However, if new agreements are entered into during periods when prices have increased, this would lead to cost inflation and could impact the Company’s profitability if the Company is not able to pass on these increased costs to customers.

In addition, the Company has an energy derivative contract that is intended to protect against the rise of natural gas costs impacting its European operations. Under the terms of the energy derivative contract, if European natural gas prices rise above a specified level (the “price trigger”), the Company is entitled to indemnification from the counterparty for the difference between the price paid to purchase the natural gas and the price trigger. However, if European natural gas prices rise above a predetermined maximum level (the “price cap”), the Company's entitlement to indemnification is limited to the difference between the price cap and the price trigger. Accordingly, if European natural gas prices rise above the price cap, the Company would bear the full incremental cost of natural gas prices in excess of the price cap, which may be significant and could have a material adverse effect on the Company's results of operations.

Furthermore, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions, government-mandated curtailments or government-imposed allocations, tariffs or other adverse repercussions on energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities. If this occurs, the Company may need to procure natural gas at then-current market prices, subject to market availability, which may exceed both the prices contemplated under the applicable supply arrangement and the price cap applicable under the Company’s energy derivative contract, which, in either case, could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe. Alternatively, for certain plants that have energy switching capabilities, the Company may decide to switch to a different energy source, which could also result in a significant increase in operating costs. In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. The occurrence of any of the foregoing could have a material adverse effect on the Company’s consolidated assets or results of operations.

Supply Chain Disruptions—The Company’s capital expenditure plans have been, and may continue to be, affected by supply chain disruptions.

The Company relies on third parties to provide equipment and materials needed for its capital expenditure projects.

The global supply chain for the Company’s capital expenditure projects has been, and may continue to be impacted by disruptions, such as political events, international trade disputes or other geopolitical tensions, acts of terrorism, hostilities or wars (such as the continued conflicts in the Middle East and between Russia and Ukraine), natural disasters, public health issues, such as a pandemic, industrial accidents, inflation, and other business interruptions. Global supply chain disruptions may continue to adversely impact the Company’s ability to procure materials and equipment in a timely and cost-effective manner, which may negatively impact the Company’s operating costs and timelines for capital expenditure projects.