O-I Glass swings to $13M Q3 loss on $1.62B sales
An $873 million non-cash charge fully impaired Europe's goodwill, while operating activities used $35 million of cash over nine months.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
O-I Glass, Inc. (OI) reported third-quarter net sales of $1.623 billion and a net loss attributable to the company of $13 million, versus $1.653 billion of sales and $30 million of earnings a year earlier. Reportable-segment operating profit was $139 million, compared with $235 million; Europe contributed $2 million, versus $95 million, while the Americas contributed $137 million, versus $140 million.
For the first nine months, the company recorded a net loss attributable to it of $1.058 billion, compared with $9 million of earnings. Results included a non-cash $873 million goodwill impairment in Europe. Segment operating profit was $451 million, versus $669 million, and operating activities used $35 million of cash, versus $198 million provided. Cash was $379 million and long-term debt was $4.736 billion as of September 30, 2026; O-I reported compliance with credit agreement covenants on that date.
In late October, O-I initiated a process with employee representatives regarding a proposed permanent European production-facility closure; no final decision will be made until that process is complete. Subject to final estimates, fourth-quarter charges are expected to be approximately $100 million to $120 million.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointAmericas nine-month segment operating profit rose 7% to $444 million.
Negative
- Major pointNine-month attributable loss reached $1.058 billion.
- Major point. Forward-looking: it has not happened yet and may not happen.Expected fourth-quarter closure charges are approximately $100 million to $120 million. 10% of market cap
- Moderate pointThird-quarter reportable-segment operating profit fell to $139 million from $235 million.
- Moderate pointNine-month operating activities used $35 million of cash, versus $198 million provided.
Filing Explained
Receivables factoring increased operating cash used by approximately $74 million in the first nine months of 2026, while total operating activities used $35 million.
This quarterly report says that as of
The company says receivables factoring increased operating cash used by approximately
The filing reports that French authorities are investigating alleged anti-competitive conduct; O-I says its business has not been officially charged and that any potential loss cannot currently be estimated.
Key Figures
Key Terms
goodwill impairment financial
segment operating profit financial
cash flow hedges financial
Secured Leverage Ratio financial
factoring programs financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were OI's third-quarter 2026 sales and earnings?
How much was OI's goodwill impairment?
Was OI's operating cash flow positive in the first nine months of 2026?
What charges does OI expect from its proposed European facility closure?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ | |
Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of common stock, par value $.01, of O-I Glass, Inc. outstanding as of September 30, 2026 was
Part I — FINANCIAL INFORMATION
Item 1. Financial Statements.
The Condensed Consolidated Financial Statements of O-I Glass, Inc. (the “Company”) presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated. All adjustments are of a normal recurring nature. Because the following unaudited Condensed Consolidated Financial Statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
1
O-I GLASS, INC.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(Dollars in millions, except per share amounts)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |
| |||||
$ | | $ | | $ | | $ | | |||||||
Cost of goods sold |
| ( |
| ( |
| ( |
| ( | ||||||
Gross profit |
| | | | | |||||||||
Selling and administrative expense |
| ( | ( | ( | ( | |||||||||
Research, development and engineering expense |
| ( | ( | ( | ( | |||||||||
Interest expense, net |
| ( | ( | ( | ( | |||||||||
Equity earnings |
| | | | | |||||||||
Other expense, net (incl. goodwill impairment) |
| ( | ( | ( | ( | |||||||||
Earnings (loss) before income taxes |
| |
| |
| ( |
| | ||||||
Provision for income taxes |
| ( | ( | ( | ( | |||||||||
Net earnings (loss) |
| ( |
| |
| ( |
| | ||||||
Net earnings attributable to non-controlling interests |
| ( | ( | ( | ( | |||||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | $ | ( | $ | | ||||||
Basic earnings per share: | ||||||||||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | $ | ( | $ | | ||||||
Weighted average shares outstanding (thousands) | | | | | ||||||||||
Diluted earnings per share: | ||||||||||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | $ | ( | $ | | ||||||
Weighted average diluted shares outstanding (thousands) | | | | | ||||||||||
See accompanying notes.
2
O-I GLASS, INC.
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | |
| ||||
Net earnings (loss) | $ | ( | $ | | $ | ( | $ | | ||||||
Other comprehensive income (loss): | ||||||||||||||
Foreign currency translation adjustments |
| ( | | | | |||||||||
Pension and other postretirement benefit adjustments, net of tax |
| | | | ( | |||||||||
Change in fair value of derivative instruments, net of tax |
| | ( | | ( | |||||||||
Other comprehensive income (loss) | ( | | | | ||||||||||
Total comprehensive income (loss) | ( | | ( | | ||||||||||
Comprehensive income attributable to non-controlling interests |
| ( | ( | ( | ( | |||||||||
Comprehensive income (loss) attributable to the Company | $ | ( | $ | | $ | ( | $ | | ||||||
See accompanying notes.
3
O-I GLASS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(Unaudited)
September 30, | December 31, | September 30, | |||||||
2026 | 2025 | 2025 | |||||||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | | $ | | $ | | |||
Trade receivables, net of allowance of $ |
| |
| |
| | |||
Inventories |
| |
| |
| | |||
Prepaid expenses and other current assets |
| |
| |
| | |||
Total current assets |
| |
| |
| | |||
Property, plant and equipment, net | | | | ||||||
Goodwill, net | | | | ||||||
Intangibles, net | | | | ||||||
Other assets | | | | ||||||
Total assets | $ | | $ | | $ | | |||
Liabilities and share owners’ equity | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | | $ | | $ | | |||
Short-term loans and long-term debt due within one year | | | | ||||||
Other liabilities | | | | ||||||
Total current liabilities |
| |
| |
| | |||
Long-term debt | | | | ||||||
Other long-term liabilities | | | | ||||||
Share owners' equity | | | | ||||||
Total liabilities and share owners’ equity | $ | | $ | | $ | | |||
See accompanying notes.
4
O-I GLASS, INC.
CONDENSED CONSOLIDATED CASH FLOWS
(Dollars in millions)
(Unaudited)
Nine months ended September 30, | ||||||||
| 2026 | | 2025 |
|
| |||
Cash flows from operating activities: | ||||||||
Net earnings (loss) | $ | ( | $ | | ||||
Non-cash charges (credits) | ||||||||
Depreciation and amortization |
| | | |||||
Deferred tax provision (benefit) | | ( | ||||||
Pension expense |
| | | |||||
Stock-based compensation expense | | | ||||||
Goodwill impairment | | |||||||
Change in European valuation allowance on deferred tax assets | | |||||||
Restructuring, asset impairment and related charges |
| | | |||||
(Gain) loss on sale of joint venture and miscellaneous assets | | ( | ||||||
Legacy environmental charge | | |||||||
Cash payments | ||||||||
Pension contributions |
| ( | ( | |||||
Cash paid for restructuring activities |
| ( | ( | |||||
Legacy environmental settlement paid | ( | |||||||
Change in components of working capital |
| ( | ( | |||||
Other, net (a) | ( | ( | ||||||
Cash provided by (utilized in) operating activities |
| ( |
| | ||||
Cash flows from investing activities: | ||||||||
Cash payments for property, plant and equipment |
| ( | ( | |||||
Net cash proceeds on sale of joint venture and miscellaneous assets | | | ||||||
Net cash receipts (payments) from hedging activities | ( | | ||||||
Cash utilized in investing activities |
| ( |
| ( | ||||
Cash flows from financing activities: | ||||||||
Additions to long-term debt | | | ||||||
Repayments of long-term debt | ( | ( | ||||||
Increase in short-term loans | | | ||||||
Payment of finance fees | ( | ( | ||||||
Shares repurchased | ( | ( | ||||||
Net cash receipts (payments) for hedging activity | | ( | ||||||
Distributions to non-controlling interests | ( | ( | ||||||
Other, net(b) | ( | ( | ||||||
Cash utilized in financing activities |
| ( |
| ( | ||||
Effect of exchange rate fluctuations on cash |
| | | |||||
Change in cash |
| ( |
| ( | ||||
Cash at beginning of period |
| | | |||||
Cash at end of period | $ | | $ | | ||||
| (a) | Other, net includes other non-cash charges plus other changes in non-current assets and liabilities. |
| (b) | Other, net includes share settlement activity. |
See accompanying notes.
5
O-I GLASS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tabular data dollars in millions, except per share amounts
1. Segment Information
The Company has
The Company’s measure of profit for its reportable segments is segment operating profit, which is a non-GAAP financial measure that consists of consolidated earnings before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. 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 for reportable segments includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Segment operating profit is not a recognized term under accounting principles generally accepted in the United States (“U.S. GAAP”) and, therefore, does not purport to be an alternative to earnings (loss) before income taxes. Further, the Company’s measure of segment operating profit may not be comparable to similarly titled measures used by other companies.
In accordance with ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” the Company has disclosed significant segment expenses reviewed by its chief operating decision maker. Other segment expenses (income) includes intangible amortization expense (Americas only), foreign currency exchange gains or losses, certain overhead expenses and other gains or losses.
6
Financial information for the three months ended September 30, 2026 and 2025 regarding the Company’s reportable segments is as follows, as well as a reconciliation of segment operating profit to earnings (loss) before income taxes:
Three months ended September 30, | ||||||||||||||
| 2026 | | 2025 | |||||||||||
Americas | Europe | Total | Americas | Europe | Total | |||||||||
Reportable segment net sales | $ | | $ | | $ | | $ | | $ | | $ | | ||
Other | | | ||||||||||||
Net Sales |
|
| $ | | $ | | ||||||||
Less: | ||||||||||||||
Cost of goods sold | | | | | ||||||||||
Selling, administrative, engineering and research and development expenses | | | | | ||||||||||
Equity earnings | ( | ( | ( | ( | ||||||||||
Other segment expenses (income) | | | | |||||||||||
Segment operating profit | $ | | $ | | $ | | $ | | $ | | $ | | ||
Items excluded from segment operating profit: | ||||||||||||||
Reconciliation of segment operating profit | ||||||||||||||
Retained corporate costs and other | ( | ( | ||||||||||||
Restructuring, asset impairment and other charges | ( | ( | ||||||||||||
Gain on sale of joint venture and misc. assets | | | ||||||||||||
Interest expense, net | ( | ( | ||||||||||||
Earnings before income taxes | $ | | $ | | ||||||||||
7
Financial information for the nine months ended September 30, 2026 and 2025 regarding the Company’s reportable segments is as follows, as well as a reconciliation of segment operating profit to earnings (loss) before income taxes:
Nine months ended September 30, | ||||||||||||||
| 2026 | | 2025 | |||||||||||
Americas | Europe | Total | Americas | Europe | Total | |||||||||
Reportable segment net sales | $ | | $ | | $ | | $ | | $ | | $ | | ||
Other | | | ||||||||||||
Net Sales |
|
| $ | | $ | | ||||||||
Less: | ||||||||||||||
Cost of goods sold | | | | | ||||||||||
Selling, administrative, engineering and research and development expenses | | | | | ||||||||||
Equity earnings | ( | ( | ( | ( | ||||||||||
Other segment expenses (income) | | | | ( | ||||||||||
Segment operating profit | $ | | $ | | $ | | $ | | $ | | $ | | ||
Items excluded from segment operating profit: | ||||||||||||||
Reconciliation of segment operating profit | ||||||||||||||
Retained corporate costs and other | ( | ( | ||||||||||||
Goodwill impairment | ( | |||||||||||||
Restructuring, asset impairment and other charges | ( | ( | ||||||||||||
Gain (loss) on sale of joint venture and misc. assets | ( | | ||||||||||||
Legacy environmental charge | ( | |||||||||||||
Interest expense, net | ( | ( | ||||||||||||
Earnings (loss) before income taxes | $ | ( | $ | | ||||||||||
As of September 30, | ||||||||||||||||
| | | Reportable | | Retained | | Consoli- |
| ||||||||
Segment | Corp Costs | dated |
| |||||||||||||
Americas | Europe | Totals | and Other | Totals |
| |||||||||||
Total assets: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | | $ | | ||||||
2025 | | | | | | |||||||||||
Equity investments: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | | $ | | ||||||
2025 | | | | | | |||||||||||
Three months ended September 30, | ||||||||||||||||
| | | Reportable | | Retained | | Consoli- | |||||||||
Segment | Corp Costs | dated | ||||||||||||||
Americas | Europe | Totals | and Other | Totals | ||||||||||||
Equity earnings: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | — | $ | | ||||||
2025 | | | | — | | |||||||||||
Capital expenditures: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | — | $ | | ||||||
2025 | | | | | | |||||||||||
Depreciation and amortization expense: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | | $ | | ||||||
2025 | | | | | | |||||||||||
8
Nine months ended September 30, | ||||||||||||||||
| | | Reportable | | Retained | | Consoli- | |||||||||
Segment | Corp Costs | dated | ||||||||||||||
Americas | Europe | Totals | and Other | Totals | ||||||||||||
Equity earnings: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | ( | $ | | ||||||
2025 | | | | — | | |||||||||||
Capital expenditures: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | | $ | | ||||||
2025 | | | | | | |||||||||||
Depreciation and amortization expense: | ||||||||||||||||
2026 | $ | | $ | | $ | | $ | | $ | | ||||||
2025 | | | | | | |||||||||||
The Company’s tangible long-lived assets, including property, plant and equipment and operating lease right-of-use assets, by geographic region are as follows:
As of September 30, | ||||||||||
| U.S. | | Non-U.S. | | Total |
| ||||
2026 | $ | | $ | | $ | | ||||
2025 |
| | | | ||||||
The Company’s net sales by geographic region are as follows:
Three months ended September 30, | ||||||||||
| U.S. | | Non-U.S. | | Total |
| ||||
2026 | $ | | $ | | $ | | ||||
2025 |
| | | | ||||||
Operations outside the U.S. that accounted for 10% or more of consolidated net sales during the three months ended September 30, 2026 and 2025 were in Italy (2026-
Nine months ended September 30, | |||||||||
| U.S. | | Non-U.S. | | Total | ||||
2026 | $ | | $ | | $ | | |||
2025 |
| | | | |||||
Operations outside the U.S. that accounted for 10% or more of consolidated net sales during the nine months ended September 30, 2026 and 2025 were in France (2026-
2. Revenue
Revenue is recognized at a point in time when obligations under the terms of the Company’s contracts and related purchase orders with its customers are satisfied. This occurs with the transfer of control of glass containers, which primarily takes place when products are shipped from the Company’s manufacturing or warehousing facilities to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimated provisions for rebates, discounts, returns and allowances. Amounts billed to customers related to shipping and handling or other pass-through items are included in net sales in the Condensed Consolidated Results of Operations. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are based on customary business practices and can vary by customer type. The term between invoicing and when payment is due is not significant. Also, the Company elected to account for shipping and handling costs as a fulfillment cost at the time of shipment.
9
For the three- and nine-month periods ended September 30, 2026 and 2025, the Company had no material bad debt expense, and there were no material contract assets, contract liabilities or deferred contract costs recorded in the Condensed Consolidated Balance Sheets.
The following tables for the three months ended September 30, 2026 and 2025 disaggregate the Company’s revenue by customer end use:
Three months ended September 30, 2026 | |||||||||
| Americas | Europe | Total | ||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | |
| $ | |
| $ | |
Food and other |
| | |
| | ||||
Non-alcoholic beverages |
| | |
| | ||||
Reportable segment totals | $ | | $ | | $ | | |||
Other |
| | |||||||
Net sales |
| $ | | ||||||
Three months ended September 30, 2025 | |||||||||
| Americas | Europe | Total | ||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | | $ | | $ | | ||
Food and other |
| | |
| | ||||
Non-alcoholic beverages |
| | |
| | ||||
Reportable segment totals | $ | | $ | | $ | | |||
Other |
| | |||||||
Net sales |
| $ | | ||||||
The following tables for the nine months ended September 30, 2026 and 2025 disaggregate the Company’s revenue by customer end use:
Nine months ended September 30, 2026 | |||||||||
| Americas | Europe | Total | ||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | |
| $ | | $ | | |
Food and other |
| |
| |
| | |||
Non-alcoholic beverages |
| |
| |
| | |||
Reportable segment totals | $ | | $ | | $ | | |||
Other |
| | |||||||
Net sales |
| $ | | ||||||
Nine months ended September 30, 2025 | |||||||||
| Americas | Europe | Total | ||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | | $ | | $ | | ||
Food and other |
| | |
| | ||||
Non-alcoholic beverages |
| | |
| | ||||
Reportable segment totals | $ | | $ | | $ | | |||
Other |
| | |||||||
Net sales |
| $ | | ||||||
3. Credit Losses
The Company is exposed to credit losses primarily through its sales of glass containers to customers. The Company’s trade receivables from customers are due within one year or less. The Company assesses each customer’s
10
ability to pay for the glass containers it sells to them by conducting a credit review. The credit review considers the expected billing exposure and timing for payment and the customer’s established credit rating or the Company’s assessment of the customer’s creditworthiness, based on an analysis of their financial statements when a credit rating is not available. The Company also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. A credit limit is established for each customer based on the outcome of this review. The Company may require collateralized asset support or a prepayment to mitigate credit risk. The Company monitors its ongoing credit exposure through the active review of customer balances against contract terms and due dates, including timely account reconciliation, dispute resolution and payment confirmation. The Company may employ collection agencies and legal counsel to pursue the recovery of defaulted receivables.
At September 30, 2026 and 2025, the Company reported $
4. Inventories
Major classes of inventory at September 30, 2026, December 31, 2025 and September 30, 2025 are as follows:
September 30, | December 31, | September 30, | |||||||||
| 2026 | | 2025 | | 2025 | ||||||
Finished goods | $ | | $ | | $ | | |||||
Raw materials |
| |
| |
| | |||||
Operating supplies |
| |
| |
| | |||||
$ | | $ | | $ | | ||||||
5. Goodwill
The changes in the carrying amount of goodwill at September 30, 2026, December 31, 2025 and September 30, 2025 are as follows:
| | | | |||||||
Europe | Americas | Total | ||||||||
Balance as of September 30, 2025 | $ | | $ | | $ | | ||||
Translation effects |
| | |
| | |||||
Balance as of December 31, 2025 |
| |
| |
| | ||||
Impairment | ( | ( | ||||||||
Translation effects |
| ( | ( |
| ( | |||||
Balance as of September 30, 2026 | $ | — | $ | | $ | | ||||
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 $
When performing its test for goodwill impairment, the Company compares the business enterprise value (“BEV”) of each reporting unit with its carrying value. The BEV is computed based on estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. If the BEV is less than the carrying value for
11
any reporting unit, then any excess of the carrying value over the BEV is recorded as an impairment loss. The calculations of the BEV are based on significant internal and external inputs, such as projected future cash flows of the reporting units, discount rates, and terminal business value, among other assumptions. The valuation approach utilized by management represents a Level 3 fair value measurement measured on a non-recurring basis in the fair value hierarchy due to the Company’s use of unobservable inputs. The Company’s projected future cash flows incorporates management’s best estimates of the expected future results including, but not limited to, price trends, customer demand, material costs, asset replacement costs and any other known factors.
The remaining balance of goodwill in Latin America remains susceptible to future impairment charges. If the Company’s projected future cash flows were substantially lower, or if the assumed weighted average cost of capital were substantially higher, the testing performed during the second quarter of 2026 may have resulted in an impairment in the Company’s Latin America reporting unit. No triggering event was identified in the third quarter of 2026. Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
Goodwill for the Americas segment is net of accumulated impairment losses of $
6. Derivative Instruments
The Company has certain derivative assets and liabilities which consist of natural gas forwards and collars, foreign exchange option and forward contracts, interest rate swaps and cross-currency swaps. The valuation of these instruments is determined primarily using the income approach, including discounted cash flow analysis on the expected cash flows of each derivative. Natural gas prices, foreign exchange rates and interest rates are the significant inputs into the valuation models. The Company also evaluates counterparty risk in determining fair values. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These inputs are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classifies its derivative assets and liabilities as Level 2 in the hierarchy.
Commodity Forward Contracts and Collars Designated as Cash Flow Hedges
The Company has entered into commodity forward contracts and collars related to forecasted natural gas requirements, the objective of which is to limit the effects of fluctuations in future market prices of natural gas and the related volatility in cash flows.
An unrecognized loss of $
Cash Flow Hedges of Foreign Exchange Risk
The Company has variable-interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as cash flow hedges of foreign exchange risk.
12
Fair Value Hedges of Foreign Exchange Risk
The Company has fixed and variable interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as fair value hedges of foreign exchange risk. Approximately $
During the third quarter of 2025, the Company terminated a portion of its cross-currency swaps, which resulted in a $
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in non-U.S. subsidiaries and uses cross-currency swaps to partially hedge this exposure.
During the second quarter of 2025, the Company paid $
Foreign Exchange Derivative Contracts Not Designated as Hedging Instruments
The Company uses short-term forward exchange or option agreements to purchase foreign currencies at set rates in the future. These agreements are used to limit exposure to fluctuations in foreign currency exchange rates for significant planned purchases of fixed assets or commodities that are denominated in currencies other than the subsidiaries’ functional currency. The Company also uses foreign exchange agreements to offset the foreign currency exchange rate risk for receivables and payables, including intercompany receivables, payables, and loans, not denominated in, or indexed to, their functional currencies.
13
Balance Sheet Classification
The following table shows the amount and classification (as noted above) of the Company’s derivatives at September 30, 2026, December 31, 2025 and September 30, 2025:
Fair Value of | Fair Value of | |||||||||||||||||
Hedge Assets | Hedge Liabilities | |||||||||||||||||
September 30, | December 31, | September 30, | September 30, | December 31, | September 30, | |||||||||||||
Derivatives designated as hedging instruments: | | | | | | | ||||||||||||
Commodity forward contracts and collars (a) | $ | | $ | — | $ | — | $ | | $ | | $ | | ||||||
Fair value hedges of foreign exchange risk (b) | | | | | | | ||||||||||||
Net investment hedges (c) | | | | | | | ||||||||||||
Total derivatives accounted for as hedges | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Derivatives not designated as hedges: | ||||||||||||||||||
Foreign exchange derivative contracts (d) | | | | | ||||||||||||||
Total derivatives | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Current | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Noncurrent | | - | | | | |||||||||||||
Total derivatives | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
| (a) | The notional amount of the commodity forward contracts and collars was approximately |
| (b) | The notional amounts of the fair value hedges of foreign exchange risk were $ |
| (c) | The notional amounts of the net investment hedges were € |
| (d) | The notional amounts of the foreign exchange derivative contracts were $ |
Gain (Loss) Recognized in OCI (Effective Portion) | Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1) | |||||||||||||
Three months ended September 30, | Three months ended September 30, | |||||||||||||
Derivatives designated as hedging instruments: |
| 2026 | 2025 | 2026 | 2025 | |||||||||
Cash Flow Hedges | | | | | | | ||||||||
Commodity forward contracts and collars (a) | $ | | $ | ( | $ | ( | $ | — | ||||||
Net Investment Hedges | ||||||||||||||
Net Investment Hedges (b) | | | | | ||||||||||
$ | | $ | | $ | | $ | | |||||||
14
Gain (Loss) Recognized in OCI (Effective Portion) | Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1) | |||||||||||||
Nine months ended September 30, | Nine months ended September 30, | |||||||||||||
Derivatives designated as hedging instruments: |
| 2026 | 2025 | 2026 | 2025 | |||||||||
Cash Flow Hedges | | | | | | | ||||||||
Commodity forward contracts and collars (a) | $ | | $ | | $ | ( | $ | — | ||||||
Net Investment Hedges | ||||||||||||||
Net Investment Hedges (b) | | ( | | | ||||||||||
$ | | $ | ( | $ | | $ | | |||||||
Amount of Gain (Loss) Recognized in Other expense, net | Amount of Gain (Loss) Recognized in Other expense, net | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
Derivatives not designated as hedges: |
| 2026 | 2025 | 2026 | 2025 | |||||||||
Foreign exchange derivative contracts | | $ | ( | | $ | | | $ | ( | $ | | |||
(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) cost of goods sold or (b) interest expense, net.
7. Restructuring Accruals
Selected information related to the restructuring accruals for the three months ended September 30, 2026 and 2025 is as follows:
Fit to Win program | ||||||||||||
Employee | Asset | Other | Total | |||||||||
| Costs | | Impairment | | Exit Costs | | Restructuring | |||||
Balance at July 1, 2026 | $ | | $ | — | $ | | $ | | ||||
Charges | | ( | | |||||||||
Write-down of assets to net realizable value | — | |||||||||||
Net cash paid, principally severance and related benefits |
| ( | ( |
| ( | |||||||
Other, including foreign exchange translation |
| | ( |
| — | |||||||
Balance at September 30, 2026 | $ | | $ | — | $ | | $ | | ||||
15
Fit to Win program | Other Restructuring | ||||||||||||||||||||
Employee | Asset | Other | Employee | Asset | Other | Total | |||||||||||||||
| Costs | | Impairment | | Exit Costs | | Costs | | Impairment | | Exit Costs | | Restructuring | ||||||||
Balance at July 1, 2025 | $ | | $ | — | $ | | $ | | $ | — | | $ | | ||||||||
Charges | | | | | |||||||||||||||||
Write-down of assets to net realizable value | ( | ( | |||||||||||||||||||
Net cash paid, principally severance and related benefits |
| ( | ( |
| ( |
| ( | ||||||||||||||
Other, including foreign exchange translation |
| ( | ( | ||||||||||||||||||
Balance at September 30, 2025 | $ | | $ | — | $ | | $ | $ | — | $ | $ | ||||||||||
Selected information related to the restructuring accruals for the nine months ended September 30, 2026 and 2025 is as follows:
Fit to Win program | ||||||||||||
Employee | Asset | Other | Total | |||||||||
| Costs | | Impairment | | Exit Costs | | Restructuring | |||||
Balance at January 1, 2026 | $ | | $ | — | $ | | $ | | ||||
Charges | | | | | ||||||||
Write-down of assets to net realizable value | ( | ( | ||||||||||
Net cash paid, principally severance and related benefits |
| ( | ( |
| ( | |||||||
Other, including foreign exchange translation |
| ( | ( |
| ( | |||||||
Balance at September 30, 2026 | $ | $ | — | $ | $ | |||||||
Fit to Win program | Other Restructuring | ||||||||||||||||||||
Employee | Asset | Other | Employee | Asset | Other | Total | |||||||||||||||
| Costs | | Impairment | | Exit Costs | | Costs | | Impairment | | Exit Costs | | Restructuring | ||||||||
Balance at January 1, 2025 | $ | | $ | — | $ | | $ | | $ | — | $ | | $ | | |||||||
Charges | | | | | |||||||||||||||||
Write-down of assets to net realizable value | ( | ( | |||||||||||||||||||
Net cash paid, principally severance and related benefits |
| ( | ( |
| ( | ( | ( | ||||||||||||||
Other, including foreign exchange translation |
| | ( |
| | ||||||||||||||||
Balance at September 30, 2025 | $ | | $ | — | $ | | $ | | $ | — | $ | | $ | | |||||||
When a decision is made to take restructuring actions, the Company manages and accounts for them programmatically apart from the ongoing operations of the business. Information related to major programs is presented separately, while minor initiatives are presented on a combined basis.
As of September 30, 2026, the Company’s only major restructuring program was the Fit to Win initiative, which is expected to reduce redundant production capacity and begin to optimize the network, as well as streamline other cost areas, such as selling, general and administrative expenses. Details regarding charges, payments and other changes to the Fit to Win restructuring accruals are presented in the tables above. The Fit to Win initiative is expected to last at least through 2026, and management does not yet have an estimate for the total restructuring charges to be incurred with this program.
For the three and nine months ended September 30, 2026, the Company recorded restructuring, asset impairment and other charges of approximately $
16
September 30, 2026, 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 ($
For the three and nine months ended September 30, 2025, the Company recorded restructuring, asset impairment and related charges of approximately $
The Company’s decisions to curtail selected production capacity have resulted in write-downs of certain long-lived assets to the extent their carrying value exceeded fair value or fair value less cost to sell. The Company classified the significant assumptions used to determine the fair value of the impaired assets in the period that the measurement was taken as Level 3 (third-party appraisals, where applicable) in the fair value hierarchy as set forth in the general accounting principles for fair value measurements. For the asset impairments recorded during the three and nine months ended September 30, 2026, the remaining carrying value of the impaired assets was approximately $
17
8. Pension Benefit Plans
The components of the net periodic pension cost for the three months ended September 30, 2026 and 2025 are as follows:
U.S. | Non-U.S. |
| |||||||||||
Three months ended September 30, | Three months ended September 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 |
| |||||
Service cost | $ | | $ | | $ | | $ | | |||||
| |
| |
| |
| | ||||||
( | ( | ( | ( | ||||||||||
| | | | ||||||||||
Net periodic pension cost | $ | | $ | | $ | | $ | | |||||
The components of the net periodic pension cost for the nine months ended September 30, 2026 and 2025 are as follows:
U.S. | Non-U.S. |
| |||||||||||
Nine months ended September 30, | Nine months ended September 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 |
| |||||
Service cost | $ | | $ | | $ | | $ | | |||||
| |
| |
| |
| | ||||||
( | ( | ( | ( | ||||||||||
| | | | ||||||||||
Net periodic pension cost | $ | | $ | | $ | | $ | | |||||
The components of pension expense, other than the service cost component, are included in Other expense, net in the Condensed Consolidated Results of Operations.
9. Income Taxes
The Company calculates its interim tax provision using the estimated annual effective tax rate (“EAETR”) methodology in accordance with ASC 740-270. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income or loss in each tax jurisdiction in which the Company operates. The tax effects of discrete items are recognized in the tax provision in the quarter they occur, in accordance with U.S. GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. The Company’s annual effective tax rate may be affected by the mix of earnings in the U.S. and foreign jurisdictions, and factors such as changes in tax laws, tax rates or regulations, changes in business, changing interpretation of existing tax laws or regulations and the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The annual effective tax rate differs from the statutory U.S. federal tax rate of
The Company is currently under income tax examination in various tax jurisdictions in which it operates, including Brazil, Canada, Colombia, Italy, Peru, Poland and Spain. The years under examination range from 2004 through 2025. The Company has received tax assessments in excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies, such as appeals and litigation, if necessary. The Company believes that adequate provisions for all income tax uncertainties have been made. However, if tax assessments are settled against the Company at amounts in excess of established reserves, it could have a material impact on the Company’s consolidated results of operations, financial position or cash flows. Due to uncertainties regarding the ultimate resolution of income tax examinations, the Company is not able to reasonably estimate any tax
18
assessments that may be settled at amounts in excess of established reserves in future periods, or the future periods in which any income tax payments to settle these provisions for income tax uncertainties may be made.
10. Debt
The following table summarizes the long-term debt of the Company at September 30, 2026, December 31, 2025, and September 30, 2025:
September 30, | December 31, | September 30, | ||||||||
| 2026 | | 2025 | | 2025 | |||||
Secured Credit Agreement: | ||||||||||
Revolving Credit Facility: | ||||||||||
Revolving Loans | $ | | $ | — | $ | | ||||
Term Loans: | ||||||||||
Term Loans A | | | | |||||||
Term Loans B | | | | |||||||
Senior Notes: |
| |||||||||
| | |||||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
| ||||||||||
Finance leases | | | | |||||||
Other |
| | | | ||||||
Total long-term debt |
| |
| | | |||||
Less amounts due within one year |
| | | | ||||||
Long-term debt | $ | | $ | | $ | | ||||
The Company presents debt issuance costs in the Condensed Consolidated Balance Sheets as a deduction of the carrying amount of the related debt liability.
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 $
At September 30, 2026, the Credit Agreement includes a $
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
19
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
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
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
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 $
In May 2026, the Company redeemed $
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.
20
The carrying amounts reported for certain long-term debt obligations subject to frequently redetermined interest rates approximate fair value. Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations and are classified as Level 1 in the fair value hierarchy. Fair values at September 30, 2026 of the Company’s significant fixed rate debt obligations are as follows:
Principal | Indicated Market | |||||||||
| Amount | | Price | | Fair Value | |||||
Senior Notes: | ||||||||||
$ | | | $ | | ||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
| | | ||||||||
11. Contingencies
The Company has been identified by the U.S. Environmental Protection Agency (“EPA”) or a comparable state or federal agency as a potentially responsible party (“PRP”) at a number of sites in the U.S., including certain Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) (Superfund) sites, as well as sites previously owned or operated by the Company. As an identified PRP, the Company may have liability for investigation, remediation and monitoring of contamination, as well as associated penalties and natural resource damages, if any. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.
The Company has recorded aggregate accruals of approximately $
As part of the above, 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 $
The Company is being investigated by authorities in France for alleged anti-competitive conduct in that country. To date, the French authorities have not officially charged the Company’s business in that country with any violations of competition law. With regard to the above, the Company is committed to compliance with laws in the jurisdictions it operates and maintains policies and procedures regarding competition law. If the authorities in France find that the Company or any of its subsidiaries or joint ventures violated competition law, they could levy fines, which amounts could be material. At this stage, the Company is unable to predict the ultimate outcome of the investigations, and any potential loss cannot be estimated.
Other litigation is pending against the Company, in some cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are non-routine and involve compensatory, punitive or treble damage claims as well as other types of relief. The Company records a liability for such matters when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated.
21
Recorded amounts are reviewed and adjusted to reflect changes in the factors upon which the estimates are based, including additional information, negotiations, settlements and other events.
12. Share Owners’ Equity
The activity in share owners’ equity for the three months ended September 30, 2026 and 2025 is as follows:
Share Owners’ Equity of the Company | ||||||||||||||||||||||
| | | | | Accumulated | | |
| ||||||||||||||
Capital in | Retained | Other | Non- | Total Share | ||||||||||||||||||
Common | Excess of | Treasury | Earnings/(Accumulated | Comprehensive | controlling | Owners' | ||||||||||||||||
Stock | Par Value | Stock | Deficit) | Loss | Interests | Equity | ||||||||||||||||
Balance on July 1, 2026 | $ | | $ | | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
Reissuance of common stock ( | ( | |
| | ||||||||||||||||||
Stock compensation ( | |
| | |||||||||||||||||||
Net earnings (loss) | ( | |
| ( | ||||||||||||||||||
Other comprehensive income (loss) | ( | |
| ( | ||||||||||||||||||
Balance on September 30, 2026 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | ||||||||
Share Owners’ Equity of the Company | ||||||||||||||||||||||
| | | | | Accumulated | | | |||||||||||||||
Capital in | Other | Non- | Total Share | |||||||||||||||||||
Common | Excess of | Treasury | Retained | Comprehensive | controlling | Owners' | ||||||||||||||||
| Stock | | Par Value | | Stock | Earnings | Loss | Interests | Equity |
| ||||||||||||
Balance on July 1, 2025 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Reissuance of common stock ( | ( | |
| | ||||||||||||||||||
Shares repurchased ( | ( | ( | ||||||||||||||||||||
Stock compensation ( | |
| | |||||||||||||||||||
Net earnings | | |
| | ||||||||||||||||||
Other comprehensive income | | |
| | ||||||||||||||||||
Distributions to non-controlling interests | ( | ( | ||||||||||||||||||||
Balance on September 30, 2025 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
22
The activity in share owners’ equity for the nine months ended September 30, 2026 and 2025 is as follows:
Share Owners’ Equity of the Company | ||||||||||||||||||||||
| | | | | Accumulated | | | |||||||||||||||
Capital in | Retained | Other | Non- | Total Share | ||||||||||||||||||
Common | Excess of | Treasury | Earnings/(Accumulated | Comprehensive | controlling | Owners' | ||||||||||||||||
Stock | Par Value | Stock | Deficit) | Loss | Interests | Equity |
| |||||||||||||||
Balance on January 1, 2026 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Reissuance of common stock ( | ( | | | |||||||||||||||||||
Shares repurchased ( | ( | ( | ||||||||||||||||||||
Stock compensation ( | | | ||||||||||||||||||||
Net earnings (loss) | ( | | ( | |||||||||||||||||||
Other comprehensive income | | | | |||||||||||||||||||
Distributions to non-controlling interests | ( | ( | ||||||||||||||||||||
Other | ( | ( | ||||||||||||||||||||
Balance on September 30, 2026 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | ||||||||
Share Owners’ Equity of the Company | ||||||||||||||||||||||
| | | | | Accumulated | | | |||||||||||||||
Capital in | Other | Non- | Total Share | |||||||||||||||||||
Common | Excess of | Treasury | Retained | Comprehensive | controlling | Owners' | ||||||||||||||||
Stock | Par Value | Stock | Earnings | Loss | Interests | Equity |
| |||||||||||||||
Balance on January 1, 2025 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Reissuance of common stock ( | ( | |
| | ||||||||||||||||||
Shares repurchased ( | ( | ( | ||||||||||||||||||||
Stock compensation ( | |
| | |||||||||||||||||||
Net earnings | | |
| | ||||||||||||||||||
Other comprehensive income | | |
| | ||||||||||||||||||
Distributions to non-controlling interests | ( | ( | ||||||||||||||||||||
Other | ( | ( | ||||||||||||||||||||
Balance on September 30, 2025 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
The Company’s Board of Directors has authorized a $
23
The Company has
Shares Outstanding (in thousands) |
| ||||||
September 30, | December 31, | September 30, |
| ||||
| 2026 | | 2025 | | 2025 |
| |
Shares of common stock issued (including treasury shares) |
| | | | |||
Treasury shares |
| | | | |||
13. Accumulated Other Comprehensive Loss
The activity in accumulated other comprehensive loss for the three months ended September 30, 2026 and 2025 is as follows:
Total |
| ||||||||||||
Accumulated | |||||||||||||
Net Effect of | Change in Certain | Other | |||||||||||
Exchange Rate | Derivative | Employee | Comprehensive |
| |||||||||
| Fluctuations | | Instruments | | Benefit Plans | | Loss |
| |||||
Balance on July 1, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Change before reclassifications |
| ( | |
| ( | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | (a) |
| | (b) |
| | ||||||
Tax effect | ( | | ( | ||||||||||
Other comprehensive income (loss) attributable to the Company |
| ( |
| |
| |
| ( | |||||
Balance on September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Total | |||||||||||||
Accumulated |
| ||||||||||||
Net Effect of | Change in Certain | Other | |||||||||||
Exchange Rate | Derivative | Employee | Comprehensive | ||||||||||
| Fluctuations | | Instruments | | Benefit Plans | | Loss |
| |||||
Balance on July 1, 2025 | $ | ( | $ | ( | $ | ( | $ | ( |
| ||||
Change before reclassifications |
| | ( | ( |
| | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | (a) |
| | (b) |
| | ||||||
Translation effect | | | |||||||||||
Tax effect | ( | ( | |||||||||||
Other comprehensive income (loss) attributable to the Company |
| |
| ( |
| |
| | |||||
Balance on September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
| (a) | Amount is recorded to cost of goods sold and interest expense, net in the Condensed Consolidated Results of Operations (see Note 6 for additional information). |
| (b) | Amount is included in the computation of net periodic pension cost (see Note 8 for additional information) and net post-retirement benefit cost. |
24
The activity in accumulated other comprehensive loss for the nine months ended September 30, 2026 and 2025 is as follows:
Accumulated |
| ||||||||||||
Net Effect of | Change in Certain | Other | |||||||||||
Exchange Rate | Derivative | Employee | Comprehensive | ||||||||||
| Fluctuations | | Instruments | | Benefit Plans | | Loss |
| |||||
Balance on January 1, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | | ||||
Change before reclassifications |
| | | ( |
| | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | (a) |
| | (b) |
| | ||||||
Translation effect | | | |||||||||||
Tax effect | ( |
|
| ( | |||||||||
Other comprehensive income attributable to the Company |
| |
| |
| |
| | |||||
Balance on September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Total | |||||||||||||
Accumulated |
| ||||||||||||
Net Effect of | Change in Certain | Other | |||||||||||
Exchange Rate | Derivative | Employee | Comprehensive | ||||||||||
| Fluctuations | | Instruments | | Benefit Plans | | Loss |
| |||||
Balance on January 1, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | | ||||
Change before reclassifications |
| | ( | ( |
| | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | (a) |
| | (b) |
| | ||||||
Translation effect | ( | ( | |||||||||||
Tax effect | ( |
| ( |
| ( | ||||||||
Other comprehensive income (loss) attributable to the Company |
| |
| ( |
| ( |
| | |||||
Balance on September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
| (a) | Amount is recorded to cost of goods sold and interest expense, net in the Condensed Consolidated Results of Operations (see Note 6 for additional information). |
| (b) | Amount is included in the computation of net periodic pension cost (see Note 8 for additional information) and net post-retirement benefit cost. |
14. Other Expense, Net
Other expense, net for the three and nine months ended September 30, 2026 and 2025 included the following:
Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Goodwill impairment (see Note 5) | $ | — | $ | — | $ | ( | $ | — | ||||
Restructuring, asset impairment and other charges | ( | ( | ( | ( | ||||||||
Gain (loss) on sale of joint venture and misc. assets | | | ( | | ||||||||
Legacy environmental charge (see Note 11) | ( | |||||||||||
Intangible amortization expense | ( | ( | ( | ( | ||||||||
Foreign currency exchange loss | ( | ( | ( | ( | ||||||||
Royalty income | | | | | ||||||||
Other expense | ( | ( | ( | ( | ||||||||
Other expense, net | $ | ( | $ | ( | $ | ( | $ | ( | ||||
25
In the first nine months of 2026, the Company recorded pre-tax losses of approximately $
15. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted loss per share for the three months ended September 30, 2026 and 2025:
Three months ended September 30, | ||||||
| 2026 | | 2025 | |||
Numerator: |
| |
| | ||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
Denominator (in thousands): | ||||||
Denominator for basic earnings per share-weighted average shares outstanding |
| | | |||
Effect of dilutive securities: | ||||||
Stock options and other |
|
| | |||
Denominator for diluted earnings per share-adjusted weighted average shares outstanding |
| | | |||
Basic earnings (loss) per share: | ||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
Diluted earnings (loss) per share: | ||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
The diluted loss per share computation for the three months ended September 30, 2026 and 2025 excludes
26
The following table sets forth the computation of basic and diluted loss per share for the nine months ended September 30, 2026 and 2025:
Nine months ended September 30, | ||||||
| 2026 | | 2025 | |||
Numerator: |
|
| | |||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
Denominator (in thousands): | ||||||
Denominator for basic earnings per share-weighted average shares outstanding |
| |
| | ||
Effect of dilutive securities: | ||||||
Stock options and other |
|
| | |||
Denominator for diluted earnings per share-adjusted weighted average shares outstanding |
| |
| | ||
Basic earnings (loss) per share: | ||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
Diluted earnings (loss) per share: | ||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||
The diluted loss per share computation for the nine months ended September 30, 2026 and 2025 excludes
16. Supplemental Cash Flow Information
Income taxes paid in cash were as follows:
Nine months ended September 30, | |||||||
| 2026 | | 2025 |
| |||
U.S. | $ | | $ | | |||
Non-U.S. |
| |
| | |||
Total income taxes paid in cash | $ | | $ | | |||
Interest paid in cash for the nine months ended September 30, 2026 and 2025 was $
The Company uses various factoring programs to sell certain trade receivables to financial institutions as part of managing its cash flows. Sales of trade receivables are accounted for in accordance with ASC Topic 860, Transfers and Servicing. Trade receivables sold under the factoring programs are transferred without recourse to the Company and accounted for as true sales and, therefore, are excluded from Trade receivables, net in the Condensed Consolidated Balance Sheets. At September 30, 2026, December 31, 2025 and September 30, 2025, the total amount of trade receivables sold by the Company was $
The Company’s use of its accounts receivable factoring programs resulted in an increase to cash utilized by operating activities of approximately $
27
In addition, the Company has agreements with third-party administrators that allow participating vendors to track the Company’s payments and, if voluntarily elected by the vendor, to sell payment obligations from the Company to financial institutions as part of a Supply Chain Financing (“SCF”) Program.
The Company’s outstanding obligations under the SCF Program are as follows:
Three months ended September 30, | Nine months ended September 30, | ||||||||||||
2026 | | 2025 | | 2026 | | 2025 | | ||||||
Confirmed obligations outstanding at the beginning of the period | $ | | $ | | $ | | $ | | |||||
Invoices confirmed during the period |
| |
| |
| |
| | |||||
Confirmed invoices paid during the period | ( | ( | ( | ( | |||||||||
Confirmed obligations outstanding at the end of the period | $ | | $ | | $ | | $ | | |||||
17. Subsequent Events
In late October 2026, the Company decided to initiate a process with employee representatives regarding the proposed permanent closure of a production facility in Europe. This action is part of the Company’s Fit to Win initiative to reduce redundant production capacity and begin to optimize its network. No final decision will be made until that process is complete.
As a result, subject to the finalization of certain estimates, the Company expects to record charges associated with this closure ranging from approximately $
28
Item 2. 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 | |||||||||||
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.
29
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.
30
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.
31
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.
32
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
33
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
34
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
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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.
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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. |
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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
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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
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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
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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.
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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
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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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in market risk at September 30, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
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 September 30, 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 September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
SEC regulations require the Company to disclose certain information about environmental proceedings if the Company reasonably believes that such proceedings may result in monetary sanctions above a stated threshold. The Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. Except as disclosed in Note 11 to the Condensed Consolidated Financial Statements, no such proceedings were pending or contemplated as of September 30, 2026.
For further information on legal proceedings, see Note 11 to the Condensed Consolidated Financial Statements, which is included in Part I of this Quarterly Report and incorporated herein by reference.
Item 1A. Risk Factors.
Except as set forth below, there have been no material changes in risk factors at September 30, 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 sell, 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 |
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| ● | 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. Moreover, higher global energy costs in Europe are expected in future periods driven by the conflicts in the Middle East.
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,
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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 and limit the Company’s sales opportunities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
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Item 5. Other Information.
During the three months ended September 30, 2026, no director or officer of the Company
Item 6. Exhibits.
Exhibit 3.1 | Amended and Restated Certificate of Incorporation of O-I Glass, Inc. (filed as Exhibit 3.2 to O-I Glass, Inc.’s, Paddock Enterprises, LLC’s and Owens-Illinois Group, Inc.’s Form 8-K12B dated December 25, 2019, File Nos. 1-9576 and 1-10956, and incorporated herein by reference). | |
Exhibit 3.2 | Amended and Restated By-Laws of O-I Glass, Inc., (filed as Exhibit 3.1 to O-I Glass, Inc.’s Form 8-K dated December 6, 2022, File No. 1-9576, and incorporated herein by reference). | |
Exhibit 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. | |
Exhibit 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. | |
Exhibit 101 | Financial statements from the Quarterly Report on Form 10-Q of O-I Glass, Inc. for the quarterly period ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Results of Operations, (ii) the Condensed Consolidated Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements. | |
Exhibit 104 | Cover Page Interactive Data file (formatted as iXBRL and contained in Exhibit 101). |
* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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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 thereunto duly authorized.
O-I GLASS, INC. | ||||
Date | October 28, 2026 | By | /s/ John A. Haudrich | |
John A. Haudrich | ||||
Senior Vice President and Chief Financial Officer | ||||
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