Form 8-K

8-K — O-I Glass, Inc. /DE/

Accession: 0001104659-26-087559

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0000812074

SIC: 3221 (GLASS CONTAINERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2621494d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621494d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2621494d1_8k.htm · Sequence: 1

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0000812074

2026-07-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of

The Securities

Exchange Act of 1934

July 28, 2026

Date of Report (Date of earliest event reported)

O-I

GLASS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-9576

22-2781933

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

One Michael Owens Way

Perrysburg,

Ohio

(Address

of principal executive offices)

43551-2999

(Zip

Code)

(567)

336-5000

(Registrant’s telephone number, including

area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which

registered

Common stock, $.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 28, 2026, O-I Glass, Inc. (the “Company”) issued

a press release announcing its results of operations for the quarter ended June 30, 2026. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1,

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including

Exhibit 99.1, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the

“Securities Act”), or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL

STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated July 28, 2026 announcing results of operations for the quarter ended June 30, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2026

O-I GLASS, INC.

By:

/s/ John A. Haudrich

John A. Haudrich

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621494d1_ex99-1.htm · Sequence: 2

Exhibit

99.1

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 1

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

O-I REPORTS SECOND QUARTER RESULTS

PERRYSBURG, OHIO, JULY 28, 2026– O-I Glass, Inc. (NYSE: OI) today announced financial results for the

second quarter ended June 30, 2026.

Key financial results are below:

Net Sales

Net Loss Attributable to the Company

Per Share

Earnings (Loss) Before Income Taxes

2Q26 2Q25 2Q26 2Q25 2Q26 2Q25

Reported $1,668 $1,706 ($6.33) ($0.03) ($827) $7

Adjusted Earnings

Earnings Per Share (Diluted)

Segment Operating Profit

2Q26 2Q25 2Q26 2Q25

Adjusted (Non-GAAP)1 $0.09 $0.53 $171 $225

S ECOND QUART ER 2026 HIGHLIGHTS

▪ Net sales were nearly $1.7 billion, down 2 percent from the prior year, as favorable currency translation and

stable selling prices partially offset a 4.5 percent decline in sales volumes2, which improved through the quarter.

▪ Reported earnings were a loss of $6.33 per share, including a $873 million non-cash goodwill impairment charge

and a $96 million increase to deferred tax valuation allowances, both related to Europe.

▪ Adjusted earnings were $0.09 per share, down from the prior year, as strong Americas performance partially

offset significantly lower Europe performance. Adjusted earnings were negatively impacted $0.18 per share due

to a much higher adjusted tax rate given lower European earnings and downwardly revised 2026 guidance.

▪ Americas segment operating profit increased 22 percent to $165 million, with margins expanding to 17.4

percent, driven by Fit to Win benefits, as well as favorable net price and currency translation.

▪ Europe segment operating profit was $6 million, reflecting competitive pricing pressure, elevated energy costs

and temporary operational disruption following major restructuring actions.

▪ Fit to Win delivered $65 million of gross benefits and $50 million savings of net of operating disruptions.

▪ O-I revised its 2026 guidance and realigned its 2027 targets to reflect current business headwinds and a more

gradual rate of improvement.

1 Both non-GAAP and Adjusted are non-GAAP measures. Definitions of the non-GAAP measures, as well as reconciliations of the non-GAAP measures to

their most directly comparable GAAP measures are contained elsewhere in this news release.

2 Measured in tons and excludes the impact of divestitures.

“Our second quarter results fell short of expectations, driven primarily by competitive

and operational challenges in Europe. We are acting decisively to address these issues.

Encouragingly, we believe the continued strength of our Americas business highlights

the effectiveness of our Fit to Win program and our disciplined approach to execution.

Achieving our objectives in Europe is taking longer than expected due to persistent

market challenges, including commercial pressures and higher energy related costs.

While we believe these challenges are temporary, we have adjusted our 2026 outlook

and realigned our 2027 targets to reflect a more gradual rate of improvement. We

remain confident in our strategy, the actions we are taking, and our ability to create

long-term value.”

GORDON HARDI E – CHI EF EXE CUTIVE O FF ICER

“Our second quarter results fell short of expectations, driven primarily by commercial

pressures, higher energy-related costs and operational challenges in Europe. At the same

time, we believe the continued strength of our Americas business underscores the

effectiveness of our Fit to Win program and disciplined execution.

Achieving our objectives in Europe is taking longer than expected, and we are acting

decisively to address the issues affecting performance. While we believe these headwinds

are temporary, we have adjusted our 2026 outlook and realigned our 2027 targets to

reflect a more gradual pace of improvement. We believe our strategy is the right one,

the necessary actions are underway, and disciplined execution will position O-I to unlock

long-term value.”

GORDON HARDI E – CHI EF EXE CUTIVE O FF ICER

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 2

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

A MERICAS S EGMENT

Changes in Net Sales and Segment Operating Profit

$M 2Q25 Currency Price/Net Price Sales Vol//Mix Operating Cost 2Q26

Net Sales $943 $44 $36 ($74) -- $949

Segment Operating Profit

% Margins

$135

14.3%

$10 $21 ($17) $16 $165

17.4%

Net sales in the Americas were $949 million in the second quarter of 2026, up nearly 1 percent from the prior

year. Higher selling prices of 4 percent and favorable currency translation largely offset a 7 percent decline in sales

volumes, measured in tons. Lower shipments reflected challenging prior-year comparisons, softer demand, and one

furnace event, which constrained sales opportunities by approximately 2 percent.

Segment operating profit in the Americas was $165 million, up 22 percent from the prior-year period, while margins

expanded to 17.4 percent. Favorable net price, Fit to Win benefits and favorable currency translation more than

offset lower volumes and costs related to a furnace event, which O-I believes was substantially resolved in July.

EURO PE S EGMENT

Changes in Net Sales and Segment Operating Profit

0$M 2Q25 Currency Price/Net Price Sales Vol//Mix Operating Cost 2Q26

Net Sales $741 $5 ($32) ($10) -- $704

Segment Operating Profit

% Margins

$90

12.1%

($1) ($85) ($1) $3 $6

0.9%

Net sales in Europe were $704 million, down 5 percent from the prior-year period, reflecting 4 percent lower

selling prices and a 2 percent decline in sales volumes, measured in tons, attributed to operational disruptions

following recent plant restructuring actions and two furnace events, which limited sales opportunities.

Segment operating profit in Europe was $6 million, compared with $90 million in the prior-year period. The decline

primarily reflected unfavorable net price driven by heightened competitive price pressure and elevated energy costs.

Results also reflected higher-than-expected operating costs following plant restructuring activities and two furnace

events, which were offset by core Fit to Win benefits.

FIT TO WIN

Fit to Win remains central to O-I’s strategy and continues to deliver meaningful benefits by improving the company’s

cost position, strengthening competitiveness, and supporting long-term profitable growth. During the second

quarter, the program generated approximately $65 million of gross benefits, or $50 million savings net of operational

disruptions. Year-to-date, gross savings totaled $115 million or $85 million net savings. While near-term execution

challenges have affected the timing of savings, O-I expects approximately $200 million of Fit to Win benefits in 2026

and at least $650 million over the three-year period, consistent with its original target.

CORPORA T E IT EMS

Corporate retained and other costs were $24 million, compared with $25 million in the prior-year period. Other

expense, net was $900 million, compared with $118 million in the prior year, primarily reflecting an $873 million

non-cash goodwill impairment charge in Europe, partially offset by lower restructuring-related costs. The

impairment was driven by the decline in the company’s share price, lower current-period results, and a revised

future outlook for Europe. These same factors also resulted in a $96 million adjustment to Europe’s tax valuation

allowance related to the future usability of certain deferred tax assets.

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 3

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

Interest expense was $86 million, compared with $85 million in the prior-year period. The reported tax rate was

(17) percent, while the effective tax rate on adjusted earnings was 68 percent. The elevated adjusted tax rate

primarily reflected lower year-to-date pre-tax earnings, revised Europe outlook, and the non-recognition of certain

tax benefits due to valuation allowances established against deferred tax assets in Europe.

BUSIN ESS OUTLOOK

2026 Guidance

Current Prior 2025 Actual

Adjusted EBITDA ($M) $1,000-$1,100 $1,125-$1,225 $1,218

Free Cash Flow ($M) ($50-$150) $50-$150 $168

Leverage Ratio ≥ 4 Mid 3s 3.5

O-I has revised its 2026 guidance and now anticipates adjusted EBITDA of $1.0–$1.1 billion, free cash flow to be a

$50–$150 million use of cash, and net debt leverage ratio at or slightly above 4 times.

The revised outlook primarily reflects higher than anticipated operating costs expected through the second half of

2026 due to operating disruption, as well as ongoing commercial pressure amid elevated energy costs in Europe.

Adjusted earnings are expected to gradually improve over the balance of 2026 as execution stabilizes, restructuring-related benefits are more fully realized, and the company continues to advance Fit to Win.

The company also has realigned its 2027 targets and now anticipates 2027 adjusted EBITDA of $1.2–$1.3 billion,

compared with its original target of $1.45 billion established during the company’s 2025 Investor Day. The

adjustment reflects ongoing challenging commercial conditions and elevated energy costs in Europe, as well as $650

million of cumulative net Fit to Win benefits compared with the prior estimate of $750 million, given operating

disruptions.

The company has removed guidance for adjusted earnings as the effective tax rate is highly sensitive to change in

operating earnings given the low level of expected results in Europe which could yield a wide adjusted earnings per

share range given O-I’s expected 2026 effective tax rate is now 40–70 percent. Guidance reflects the company’s

current expectations for sales and production volumes, mix and working capital trends. However, the adjusted

EBITDA and free cash flow ranges remain subject to macroeconomic uncertainty, including conflicts in the Middle

East, currency movements, energy and raw material costs, supply-chain disruptions, labor availability, changes in

trade or immigration policies, and execution of global profitability improvement initiatives.

“We have adjusted our 2026 outlook primarily to reflect temporary elevated operating

costs related to recent furnace events and major restructuring actions, as well as

ongoing commercial pressure and higher energy costs in Europe. We now expect 2026

adjusted EBITDA of $1.0–$1.1 billion. While these headwinds are expected to gradually

improve over the balance of the year, we believe the revised guidance appropriately

reflects the current operating environment. We have also realigned our 2027 adjusted

EBITDA target to $1.2–$1.3 billion to reflect a more gradual rate of improvement in

Europe. We remain focused on disciplined cost execution, improving cash generation

and strengthening the earnings trajectory as headwinds moderate.”

JOHN HAUDRICH – SVP & CH IE F F INANC IAL OF FIC ER

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 4

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

CONTAC TS:

Chris Manuel

VP, Investor Relations

567-336-2600

Chris.Manuel@o-i.com

Sasha Sekpeh

Investor Relations

567-336-5128

NON-GAAP FINANCIAL MEASU RES

The company uses certain non-GAAP financial measures, which are measures of its historical or future financial

performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC

rules. Management believes that its presentation and use of certain non-GAAP financial measures, including adjusted

earnings, adjusted earnings per share, free cash flow, segment operating profit, segment operating profit margin,

EBITDA, adjusted EBITDA, net debt, leverage ratio and adjusted effective tax rate provide relevant and useful

supplemental financial information that is widely used by analysts and investors, as well as by management in assessing

both consolidated and business unit performance. These non-GAAP measures are reconciled to the most directly

comparable GAAP measures and should be considered supplemental in nature and should not be considered in

isolation or be construed as being more important than comparable GAAP measures.

Adjusted earnings relates to net earnings (loss) attributable to the company, exclusive of items management

considers not representative of ongoing operations and other adjustments because such items are not reflective of

the company’s principal business activity, which is glass container production. Adjusted earnings are divided by

weighted average shares outstanding (diluted) to derive adjusted earnings per share. Segment operating profit

relates to earnings (loss) before interest expense, net, and before income taxes and is also exclusive of items

management considers not representative of ongoing operations as well as certain retained corporate costs and

other adjustments. Segment operating profit margin is calculated as segment operating profit divided by segment

net sales. EBITDA refers to net earnings, excluding gains or losses from discontinued operations, interest expense,

net, provision for income taxes, depreciation and amortization of intangibles. Adjusted EBITDA refers to EBITDA,

exclusive of items management considers not representative of ongoing operations and other adjustments. Net

debt refers to total debt less cash. Leverage ratio refers to net debt divided by Adjusted EBITDA. Adjusted effective

A BOUT O-I GLASS

At O-I Glass, Inc. (NYSE: OI), we are proud to be one of the leading producers of glass bottles and jars around the

globe. Glass is not only beautiful, it is also pure, healthy, and completely recyclable, making it the most sustainable

rigid packaging material. Headquartered in Perrysburg, Ohio (USA), O-I is the preferred partner for many of the

world’s leading food and beverage brands. We innovate in line with customers’ needs to create iconic packaging

that builds brands around the world. Led by our diverse team of approximately 19,000 people across 61 plants in

18 countries, O-I achieved revenues of $6.4 billion in 2025.

To learn more, visit: www.o-i.com

CONFERENCE CALL /

WEBCAST

Q2 2026: July 29, 2026 at 8:00 a.m. ET

Q3 2026: October 28, 2026 at 8:00 a.m. ET

investors.o-i.com

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 5

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

tax rate relates to provision for income taxes, exclusive of items management considers not representative of

ongoing operations and other adjustments divided by earnings (loss) before income taxes, exclusive of items

management considers not representative of ongoing operations and other adjustments. Management uses adjusted

earnings, adjusted earnings per share, segment operating profit, segment operating profit margin, EBITDA, Adjusted

EBITDA, net debt, leverage ratio and adjusted effective tax rate to evaluate its period-over-period operating

performance because it believes these provide useful supplemental measures of the results of operations of its

principal business activity by excluding items that are not reflective of such operations. The above non-GAAP

financial measures may be useful to investors in evaluating the underlying operating performance of the company’s

business as these measures eliminate items that are not reflective of its principal business activity.

Further, free cash flow relates to cash provided by operating activities less cash payments for property, plant, and

equipment. Management has historically used free cash flow to evaluate its period-over-period cash generation

performance because it believes these have provided useful supplemental measures related to its principal business

activity. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures,

since the company has mandatory debt service requirements and other non-discretionary expenditures that are not

deducted from these measures. Management uses non-GAAP information principally for internal reporting,

forecasting, budgeting and calculating compensation payments.

The company routinely posts important information on its website – www.o-i.com/investors.

FORWARD -LOOKING STA TEMENTS

This press release contains “forward-looking” statements related to O-I Glass, Inc. (“O-I Glass” or the “Company”)

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

O-I Glass, Inc. U N L E A S H I N G T H E P O W E R O F G L A S S | 6

SECOND QUARTER 2026 RESULTS

JULY 28, 2026

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,

except where we are expressly required to do so by law.

O-I GLASS, INC.

Condensed Consolidated Results of Operations

(Dollars in millions, except per share amounts)

Three months ended

June 30

Six months ended

June 30

Unaudited

2026

2025

2026

2025

Net sales

$ 1,668

$ 1,706

$ 3,207

$ 3,273

Cost of goods sold

(1,454 )

(1,407 )

(2,794 )

(2,694 )

Gross profit

214

299

413

579

Selling and administrative expense

(75 )

(106 )

(173 )

(213 )

Research, development and engineering expense

(9 )

(11 )

(19 )

(25 )

Interest expense, net

(86 )

(85 )

(165 )

(166 )

Equity earnings

Other expense, net (incl. goodwill impairment)

(900 )

(118 )

(991 )

(200 )

Earnings (loss) before income taxes

(827 )

(880 )

Provision for income taxes

(138 )

(6 )

(156 )

(36 )

Net earnings (loss)

(965 )

(1,036 )

(10 )

Net earnings attributable to noncontrolling interests

(7 )

(6 )

(10 )

Net loss attributable to the Company

$ (972 )

$ (5 )

$ (1,046 )

$ (20 )

Basic earnings per share:

Net loss attributable to the Company

$ (6.33 )

$ (0.03 )

$ (6.83 )

$ (0.13 )

Weighted average shares outstanding (thousands)

153,498

153,993

153,093

153,851

Diluted earnings per share:

Net loss attributable to the Company

$ (6.33 )

$ (0.03 )

$ (6.83 )

$ (0.13 )

Diluted average shares (thousands)

153,498

153,993

153,093

153,851

O-I GLASS, INC.

Condensed Consolidated Balance Sheets

(Dollars in millions)

Unaudited

June 30,

December 31,

June 30,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$ 339

$ 759

$ 487

Trade receivables, net

883

601

848

Inventories

947

1,002

990

Prepaid expenses and other current assets

282

239

279

Total current assets

2,451

2,601

2,604

Property, plant and equipment, net

3,451

3,447

3,458

Goodwill

608

1,487

1,467

Intangibles, net

178

188

196

Other assets

1,400

1,520

1,454

Total assets

$ 8,088

$ 9,243

$ 9,179

Liabilities and Share Owners' Equity

Current liabilities:

Accounts payable

$ 1,090

$ 1,201

$ 1,104

Short-term loans and long-term debt due within one year

193

162

236

Other liabilities

661

726

762

Total current liabilities

1,944

2,089

2,102

Long-term debt

4,793

4,837

4,898

Other long-term liabilities

812

872

810

Share owners' equity

539

1,445

1,369

Total liabilities and share owners' equity

$ 8,088

$ 9,243

$ 9,179

O-I

GLASS, INC.

Condensed Consolidated Cash Flows

(Dollars

in millions)

Unaudited

Three

months ended

June 30

Six

months ended

June 30

2026

2025

2026

2025

Cash

flows from operating activities:

Net

earnings (loss)

$ (965 )

$ 1

$ (1,036 )

$ (10 )

Non-cash

charges

Depreciation

and amortization

122

120

241

238

Pension

expense

Stock-based

compensation expense

Goodwill

impairment

873

Change

in European valuation allowance on deferred tax assets

Restructuring,

asset impairment and related charges

113

195

Legacy

environmental charge

(Gain)

loss on sale of joint venture and miscellaneous assets

(2 )

(6 )

Cash

payments

Pension

contributions

(5 )

(7 )

(15 )

(14 )

Cash

paid for restructuring activities

(55 )

(50 )

(90 )

(78 )

Change

in components of working capital (a)

(5 )

(21 )

(381 )

(335 )

Other,

net (b)

(13 )

(9 )

(33 )

Cash

provided by (utilized in) operating activities

155

(200 )

(16 )

Cash

flows from investing activities:

Cash

payments for property, plant and equipment

(95 )

(104 )

(237 )

(239 )

Net

cash proceeds on sale of joint venture and misc. assets

Net

cash payments from hedging activities

(2 )

Cash

utilized in investing activities

(93 )

(101 )

(232 )

(221 )

Cash

flows from financing activities:

Changes

in borrowings, net

(6 )

repurchased

(10 )

(20 )

Payment

of finance fees

(7 )

Net

cash receipts (payments) for hedging activity

(6 )

Distributions

to non-controlling interests

(12 )

(8 )

(12 )

(8 )

Other,

net (c)

(4 )

(7 )

Cash

provided by (utilized in) financing activities

(14 )

(47 )

Effect

of exchange rate fluctuations on cash

Change

in cash

(420 )

(247 )

Cash

at beginning of period

317

424

759

734

Cash

at end of period

$ 339

$ 487

$ 339

$ 487

(a)

The Company uses various factoring programs to sell certain receivables to financial institutions as part of managing its cash flows. At June 30, 2026, December 31, 2025 and June 30, 2025, the amount of receivables sold by the Company was $496 million, $531 million and $544 million, respectively. For the six months ended June 30, 2026 and 2025, the Company's use of its factoring programs resulted in an increase of $35 million and a decrease $9 million to cash utilized in operating activities, respectively.

(b)

Other, net includes other non-cash charges plus other changes in non-current assets and liabilities.

(c)

Other, net includes share settlement activity

O-I

GLASS, INC.

Reportable

Segment Information and Reconciliation to Earnings Before Income Taxes

(Dollars

in millions)

Unaudited

Three months ended

June 30

Six months ended

June 30

2026

2025

2026

2025

Net sales:

Americas

$ 949

$ 943

$ 1,819

$ 1,816

Europe

704

741

1,359

1,407

Reportable segment totals

1,653

1,684

3,178

3,223

Other

44.0

Net sales

$ 1,668

$ 1,706

$ 3,207

$ 3,273

Earnings (loss) before income taxes

$ (827)

$ 7

$ (880 )

$ 26

Items excluded from segment operating profit:

Retained corporate costs and other

Items not considered representative of ongoing operations (a)

888

108

972

189

Interest expense, net

165

166

Segment operating profit (b):

$ 171

$ 225

$ 313

$ 434

Americas

$ 165

$ 135

$ 307

$ 276

Europe

158

Reportable segment totals

$ 171

$ 225

$ 313

$ 434

Ratio of earnings before income taxes to net sales

-49.6%

0.4%

-27.4%

0.8%

Segment operating profit margin (c):

Americas

17.4%

14.3%

16.9%

15.2%

Europe

0.9%

12.1%

0.4%

11.2%

Reportable segment margin totals

10.3%

13.4%

9.8%

13.5%

(a)

Reference reconciliation for adjusted earnings.

(b)

Segment operating profit consists of consolidated earnings before interest income, interest expense,net, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations as well as certain retained corporate costs and other adjustments.

The Company presents information on segment operating profit because management believes that it provides investors with a measure of operating performance separate from the level of indebtedness or other related costs of capital. The most directly comparable GAAP financial measure to segment operating profit is earnings before income taxes. The Company presents segment operating profit because management uses the measure, in combination with net sales and selected cash flow information, to evaluate performance and to allocate resources.

(c)

Segment operating profit margin is segment operating profit divided by segment net sales.

O-I

GLASS, INC.

Reconciliation

for Adjusted Earnings

(Dollars

in millions, except per share amounts)

The

reconciliation below describes the items that management considers not representative of ongoing operations.

Unaudited

Three

months ended

June 30

Six

months ended

June 30

Year

Ended

December 31,

2026

2025

2026

2025

Net

loss attributable to the Company

$ (972)

$ (5)

$ (1,046)

$ (20)

$ (129)

Items

impacting other income (expense), net:

Goodwill

impairment

873

Restructuring,

asset impairment and other charges

108

191

443

Legacy

environmental charge

Loss

(gain) on sale of joint venture and miscellaneous assets

(2)

(6)

(5 )

Pension

settlement and curtailment charges

Items

impacting interest expense:

Charges

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

Items

impacting income tax:

Change

in European valuation allowance on deferred tax assets

European

investment tax incentive

(22)

Deferred

tax benefits

(21)

Net

benefit for income tax on items above

(3)

(2 )

(38)

Items

impacting net earnings attributable to noncontrolling interests:

Net

impact of noncontrolling interests on items above

Total

adjusting items (non-GAAP)

$ 986

$ 86

$ 1,067

$ 165

$ 378

Adjusted

earnings (non-GAAP)

$ 14

$ 82

$ 21

$ 145

$ 249

Diluted

average shares (thousands)

153,498

153,993

153,093

153,851

153,552

Net

loss attributable to the Company (diluted)

$ (6.33)

$ (0.03)

$ (6.83)

$ (0.13)

$ (0.84)

Adjusted

earnings per share (non-GAAP) (a)

$ 0.09

$ 0.53

$ 0.14

$ 0.93

$ 1.60

(a)

For purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 154,676 for the three months ended

June 30, 2026.

For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 154,841 for the six months ended June

30, 2026.

For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 155,209 for the three months ended June

30, 2025.

For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 155,502 for the six months ended June

30, 2025.

For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 155,275 for the year ended December

31, 2025.

O-I

GLASS, INC.

Changes

in Net Sales and Segment Operating Profit for Reportable Segments

(Dollars

in millions)

Unaudited

Three

months ended June 30

Americas

Europe

Total

Net

sales for reportable segments- 2025

$ 943

$ 741

$ 1,684

Effects

of changing foreign currency rates (a)

Price

(32 )

Sales

volume & mix

(74 )

(10 )

(84 )

Total

reconciling items

(37 )

(31 )

Net

sales for reportable segments- 2026

$ 949

$ 704

$ 1,653

Three months ended June 30

Americas

Europe

Total

Segment operating

profit - 2025

$ 135

$ 90

$ 225

Effects

of changing foreign currency rates (a)

(1 )

Net

price (net of cost inflation)

(85 )

(64 )

Sales

volume & mix

(17 )

(1 )

(18 )

Operating

costs

Total

reconciling items

(84 )

(54 )

Segment

operating profit - 2026

$ 165

$ 6

$ 171

Six months ended June 30

Americas

Europe

Total

Net sales

for reportable segments- 2025

$ 1,816

$ 1,407

$ 3,223

Effects

of changing foreign currency rates (a)

100

179

Price

(68 )

(9 )

Sales

volume & mix

(156 )

(59 )

(215 )

Total

reconciling items

(48 )

(45 )

Net

sales for reportable segments- 2026

$ 1,819

$ 1,359

$ 3,178

Six months ended June 30

Americas

Europe

Total

Segment operating

profit - 2025

$ 276

$ 158

$ 434

Effects

of changing foreign currency rates (a)

Net

price (net of cost inflation)

(161 )

(129 )

Sales

volume & mix

(25 )

(9 )

(34 )

Operating

costs

Total

reconciling items

(152 )

(121 )

Segment

operating profit - 2026

$ 307

$ 6

$ 313

(a) Currency effect on net sales and

segment operating profit determined by using 2026 foreign currency exchange rates to translate 2025 local currency results.

Unaudited

O-I

GLASS, INC.

Reconciliation to Free Cash Flow

(Dollars in millions)

Forecast

Current

Forecast

Year

Ended

for

Year Ended

for

Year Ended

December

31, 2025

December

31, 2026

December

31, 2026

Cash

provided by operating activities

$ 600

$ 500

to 600

$ 275

to 375

Cash

payments for property, plant and equipment

(432)

(450)

(425)

Free

cash flow (non-GAAP)

$ 168

$ 50

to 150

$ (

50) to (150)

O-I

GLASS, INC.

Reconciliation to Adjusted EBITDA

(Dollars in millions)

Year

Ended

December

31, 2025

Net

Loss

$ (103)

Interest

expense (net)

341

Provision

for income taxes

Depreciation

391

Amortization

of intangibles

EBITDA

771

Items

not considered representative of ongoing operations

447

Adjusted

EBITDA (non-GAAP)

$ 1,218

For

the periods ending after June 30, 2026, the Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP

measure, adjusted EBITDA, to its most directly comparable U.S. GAAP financial measure, net loss attributable to the Company, because

management cannot reliably predict all of the necessary components of this U.S. GAAP financial measure without unreasonable efforts. Net

loss attributable to the Company includes several significant items, such as restructuring, asset impairment and other charges, charges

for the write-off of finance fees, and the income tax effect on such items. The decisions and events that typically lead to the

recognition of these and other similar non-GAAP adjustments are inherently unpredictable as to if and when they may occur. The

inability to provide a reconciliation is due to that unpredictability and the related difficulties in assessing the potential financial

impact of the non-GAAP adjustments. For the same reasons, the Company is unable to address the probable significance of the unavailable

information, which could be material to the Company’s future financial results.

O-I

GLASS, INC.

Reconciliation to Adjusted Effective Tax Rate

(Dollars in millions)

Three

Months Ended

June

30, 2026

Loss

before income taxes (A)

$ (827)

Items

management considers not representative of ongoing operations and other adjustments

889

Adjusted

Earnings before income taxes (C)

$ 62

Provision

for income taxes (B)

$ (138)

Tax

items management considers not representative of ongoing operations and other adjustments

Adjusted

provision for income taxes (D)

$ (42)

Effective

Tax Rate (B)/(A)

-17%

Adjusted

Effective Tax Rate (D)/(C)

68%

The

Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measure, adjusted effective tax rate, for

the periods ending after June 30, 2026, to its most directly comparable GAAP financial measure, provision for income taxes divided by

earnings (loss) before income taxes, because management cannot reliably predict all of the necessary components of these GAAP financial

measures without unreasonable efforts. Earnings (loss) before income taxes includes several significant items, such as restructuring

charges, asset impairment charges, and charges for the write-off of finance fees, and the provision for income taxes would include the

income tax effect on such items. The decisions and events that typically lead to the recognition of these and other similar items are

complex and inherently unpredictable, and the amount recognized for each item can vary significantly. Accordingly, the Company is unable

to provide a reconciliation of adjusted effective tax rate to provision for income taxes divided by earnings (loss) before income taxes

or address the probable significance of the unavailable information, which could be material to the Company's future financial results.

O-I

GLASS, INC.

Reconciliation

to Adjusted EBITDA, Net Debt and Leverage Ratio

(Dollars

in millions)

Unaudited

Year

Ended

December 31, 2025

Net

Loss

$ (103)

Interest

expense (net)

341

Provision

for income taxes

Depreciation

391

Amortization

of intangibles

EBITDA

771

Items

not considered representative of ongoing operations

447

Adjusted

EBITDA (non-GAAP)

$ 1,218

Total

debt

$ 4,999

Less

cash

759

Net

debt (non-GAAP)

$ 4,240

Leverage

ratio (Net debt divided by Adjusted EBITDA)

3.5

For

the years ending after December 31, 2025, the Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP

measure, leverage ratio, which is defined as total debt less cash divided by Adjusted EBITDA, to its most directly comparable U.S. GAAP

financial measure, Net earnings, because management cannot reliably predict all of the necessary components of

this U.S. GAAP financial measure without unreasonable efforts. Net earnings includes several significant items, such as restructuring,

asset impairment and other charges, charges for the write-off of finance fees, and the income tax effect on such items. The decisions

and events that typically lead to the recognition of these and other similar non-GAAP adjustments are inherently unpredictable as to

if and when they may occur. The inability to provide a reconciliation is due to that unpredictability and the related difficulties

in assessing the potential financial impact of the non-GAAP adjustments. For the same reasons, the Company is unable to address

the probable significance of the unavailable information, which could be material to the Company’s future financial results.

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O-I

GLASS, INC.

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