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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2024

☐

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 1-9576

O-I GLASS, INC.

(Exact name of registrant as specified in its charter)



Delaware		22-2781933
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)


One Michael Owens Way, Perrysburg, Ohio		43551
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (567) 336-5000

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

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	OI	New York Stock Exchange

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

Large accelerated filer ☒	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 ☐ No ☒

The number of shares of common stock, par value $.01, of O-I Glass, Inc. outstanding as of June 30, 2024 was 155,364,292.

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, 2023.

O-I GLASS, INC.

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

(Dollars in millions, except per share amounts)
(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
Net sales	$	1,729	$	1,890	$	3,322	$	3,721
Cost of goods sold		(1,426)		(1,474)		(2,701)		(2,821)

Gross profit		303		416		621		900

Selling and administrative expense		(110)		(143)		(233)		(290)
Research, development and engineering expense		(20)		(22)		(42)		(41)
Interest expense, net		(87)		(118)		(165)		(186)
Equity earnings		30		30		55		60
Other expense, net		(12)		(9)		(15)		(19)

Earnings before income taxes		104		154		221		424
Provision for income taxes		(42)		(41)		(83)		(101)

Net earnings		62		113		138		323
Net earnings attributable to non-controlling interests		(5)		(3)		(9)		(7)
Net earnings attributable to the Company	$	57	$	110	$	129	$	316

Basic earnings per share:
Net earnings attributable to the Company	$	0.37	$	0.71	$	0.83	$	2.04
Weighted average shares outstanding (thousands)		155,280		154,989		154,777		154,843

Diluted earnings per share:
Net earnings attributable to the Company	$	0.36	$	0.69	$	0.81	$	1.98
Weighted average diluted shares outstanding (thousands)		157,382		159,328		157,925		159,212

See accompanying notes.

O-I GLASS, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
Net earnings	$	62	$	113	$	138	$	323
Other comprehensive income (loss):
Foreign currency translation adjustments		(257)		154		(252)		315
Pension and other postretirement benefit adjustments, net of tax		6				12		(3)
Change in fair value of derivative instruments, net of tax		10		(11)		19		(32)
Other comprehensive income (loss)		(241)		143		(221)		280
Total comprehensive income (loss)		(179)		256		(83)		603
Comprehensive (income) loss attributable to non-controlling interests		2		(6)		(2)		(13)
Comprehensive income (loss) attributable to the Company	$	(177)	$	250	$	(85)	$	590

See accompanying notes.

O-I GLASS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)


	June 30,		December 31,		June 30,
	2024		2023		2023
Assets
Current assets:
Cash and cash equivalents	$	671	$	913	$	754
Trade receivables, net of allowance of $30 million, $30 million, and $34 million at June 30, 2024, December 31, 2023 and June 30, 2023		725		671		984
Inventories		1,153		1,071		1,037
Prepaid expenses and other current assets		270		229		260
Total current assets		2,819		2,884		3,035

Property, plant and equipment, net		3,465		3,555		3,241
Goodwill		1,395		1,473		1,901
Intangibles, net		226		254		268
Other assets		1,429		1,503		1,466
Total assets	$	9,334	$	9,669	$	9,911

Liabilities and share owners’ equity
Current liabilities:
Accounts payable	$	1,127	$	1,437	$	1,320
Short-term loans and long-term debt due within one year		500		248		242
Other liabilities		607		661		569
Total current liabilities		2,234		2,346		2,131

Long-term debt		4,648		4,698		4,778
Other long-term liabilities		821		881		859
Share owners' equity		1,631		1,744		2,143
Total liabilities and share owners’ equity	$	9,334	$	9,669	$	9,911

See accompanying notes.

O-I GLASS, INC.

CONDENSED CONSOLIDATED CASH FLOWS

(Dollars in millions)

(Unaudited)


	Six months ended June 30,
	2024		2023
Cash flows from operating activities:
Net earnings	$	138	$	323
Non-cash charges
Depreciation and amortization		250		242
Pension expense		16		14
Stock-based compensation expense		6		29
Legacy environmental charge		10
Cash payments
Pension contributions		(9)		(17)
Cash paid for restructuring activities		(15)		(10)
Change in components of working capital		(439)		(541)
Other, net (a)		23		58
Cash provided by (utilized in) operating activities		(20)		98
Cash flows from investing activities:
Cash payments for property, plant and equipment		(373)		(268)
Contributions and advances to joint ventures				(8)
Net cash proceeds related to disposal of misc. assets		6		3
Net cash proceeds (payments) from hedging activities		(13)		7
Cash utilized in investing activities		(380)		(266)
Cash flows from financing activities:
Changes in borrowings, net		233		216
Payment of finance fees		(11)		(20)
Shares repurchased		(20)		(20)
Net cash payments for hedging activity				(40)
Distributions to non-controlling interests		(9)		(3)
Other, net		(13)		(1)
Cash provided by financing activities		180		132
Effect of exchange rate fluctuations on cash		(22)		17
Change in cash		(242)		(19)
Cash at beginning of period		913		773
Cash at end of period	$	671	$	754

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

See accompanying notes.

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 two reportable segments and two operating segments based on its geographic locations: the Americas and Europe. These two segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations. Certain assets and activities not directly related to one of the segments or to glass manufacturing are reported with Retained corporate costs and other. These include licensing, equipment manufacturing, global engineering, certain equity investments and the certain minor businesses in the Asia Pacific region. Retained corporate costs and other also includes certain headquarters administrative and facilities costs and certain incentive compensation and other benefit plan costs that are global in nature and are not allocable to the reportable segments.

The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. 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 before income taxes. Further, the Company's measure of segment operating profit may not be comparable to similarly titled measures used by other companies.

Financial information for the three and six months ended June 30, 2024 and 2023 regarding the Company’s reportable segments is as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net sales:
Americas	$	899	$	996	$	1,753	$	1,996
Europe		802		863		1,511		1,662
Reportable segment totals		1,701		1,859		3,264		3,658
Other		28		31		58		63
Net sales	$	1,729	$	1,890	$	3,322	$	3,721


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Earnings before income taxes	$	104	$	154	$	221	$	424
Items excluded from segment operating profit:
Retained corporate costs and other		32		54		72		114
Legacy environmental charge		10				10
Interest expense, net		87		118		165		186
Segment operating profit	$	233	$	326	$	468	$	724

Americas	$	106	$	126	$	208	$	303
Europe		127		200		260		421
Reportable segment totals	$	233	$	326	$	468	$	724

Financial information regarding the Company’s total assets is as follows:


	June 30,		December 31,		June 30,
	2024		2023		2023
Total assets:
Americas	$	5,009	$	5,218	$	5,574
Europe		3,796		3,949		3,652

Reportable segment totals		8,805		9,167		9,226
Other		529		502		685
Consolidated totals	$	9,334	$	9,669	$	9,911

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.

For the three- and six-month periods ended June 30, 2024 and June 30, 2023, the Company had no material bad debt expense, and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheets. For the three- and six-month periods ended June 30, 2024 and June 30, 2023, revenue recognized from prior periods was not material.

The following tables for the three months ended June 30, 2024 and 2023 disaggregate the Company’s revenue by customer end use:


	Three months ended June 30, 2024
	Americas		Europe		Total

Alcoholic beverages (beer, wine, spirits)	$	494	$	600	$	1,094
Food and other		220		116		336
Non-alcoholic beverages		185		86		271
Reportable segment totals	$	899	$	802	$	1,701
Other						28
Net sales					$	1,729


	Three months ended June 30, 2023
	Americas		Europe		Total

Alcoholic beverages (beer, wine, spirits)	$	585	$	647	$	1,232
Food and other		226		130		356
Non-alcoholic beverages		185		86		271
Reportable segment totals	$	996	$	863	$	1,859
Other						31
Net sales					$	1,890

The following tables for the six months ended June 30, 2024 and 2023 disaggregate the Company’s revenue by customer end use:


	Six months ended June 30, 2024
	Americas		Europe		Total

Alcoholic beverages (beer, wine, spirits)	$	963	$	1,117	$	2,080
Food and other		433		236		669
Non-alcoholic beverages		357		158		515
Reportable segment totals	$	1,753	$	1,511	$	3,264
Other						58
Net sales					$	3,322


	Six months ended June 30, 2023
	Americas		Europe		Total

Alcoholic beverages (beer, wine, spirits)	$	1,194	$	1,251	$	2,445
Food and other		444		256		700
Non-alcoholic beverages		358		155		513
Reportable segment totals	$	1,996	$	1,662	$	3,658
Other						63
Net sales					$	3,721

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 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 June 30, 2024 and June 30, 2023, the Company reported $725 million and $984 million of accounts receivable, respectively, net of allowances of $30 million and $34 million, respectively. Changes in the allowance were not material for each of the three and six months ended June 30, 2024 and June 30, 2023.

4. Inventories

Major classes of inventory at June 30, 2024, December 31, 2023 and June 30, 2023 are as follows:


	June 30,		December 31,		June 30,
	2024		2023		2023
Finished goods	$	957	$	868	$	813
Raw materials		144		151		171
Operating supplies		52		52		53
	$	1,153	$	1,071	$	1,037

5. 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 are to limit the effects of fluctuations in future market prices of natural gas and the related volatility in cash flows.

An unrecognized loss of $3 million, $0 and $11 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively, related to the commodity forward contracts and collars was included in Accumulated other comprehensive income (loss) (“Accumulated OCI”), and will be reclassified into earnings over the next 12 months.

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. In addition, one of the Company’s non-U.S. dollar-functional-currency subsidiaries purchases a raw material in the normal course of business for use in glass container production that is priced in U.S. dollars. Such purchases expose the Company to exchange rate fluctuations. The Company uses derivatives to manage these exposures and designates these derivatives as cash flow hedges of foreign currency exchange risk.

No unrecognized gains related to cross-currency swaps were included in Accumulated OCI.

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 currency exchange risk. Approximately $3 million, $2 million and $10 million of the components were excluded from the assessment of effectiveness and are included in Accumulated OCI at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.

Interest Rate Swaps Designated as Fair Value Hedges

The Company enters into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. The Company’s fixed-to-variable interest rate swaps are accounted for as fair value hedges. The relevant terms of the swap agreements match the corresponding terms of the notes, and therefore, there is no hedge ineffectiveness. The Company recorded the net of the fair market values of the swaps as a long-term liability and short-term asset, along with a corresponding net decrease in the carrying value of the hedged debt.

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.

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.

Balance Sheet Classification

The following table shows the amount and classification (as noted above) of the Company’s derivatives at June 30, 2024, December 31, 2023 and June 30, 2023:


	Fair Value of						Fair Value of
	Hedge Assets						Hedge Liabilities
	June 30,		December 31,		June 30,		June 30,		December 31,		June 30,
	2024		2023		2023		2024		2023		2023
Derivatives designated as hedging instruments:
Commodity forward contracts and collars (a)	$	—	$	—	$	—	$	10	$	14	$	18
Cash flow hedges of foreign exchange risk (b)												3
Fair value hedges of foreign exchange risk (c)		6		4		17		82		111		98
Net investment hedges (d)		3		4		8		37		56		45
Total derivatives accounted for as hedges	$	9	$	8	$	25	$	129	$	181	$	164
Derivatives not designated as hedges:
Foreign exchange derivative contracts (e)		2		5		1		8		9		7
Total derivatives	$	11	$	13	$	26	$	137	$	190	$	171


Current	$	11	$	13	$	26	$	12	$	17	$	18
Noncurrent								125		173		153
Total derivatives	$	11	$	13	$	26	$	137	$	190	$	171

(a)

The notional amount of the commodity forward contracts and collars was approximately 33 million, 38 million, and 43 million British Thermal Units (“BTUs”) at June 30, 2024, December 31, 2023, and June 30, 2023, respectively. The maximum maturity dates are in 2027 at June 30, 2024, December 31, 2023, and June 30, 2023.

(b)	The notional amounts of the cash flow hedges of foreign exchange risk were 0 Mexican pesos at June 30, 2024, 0 Mexican pesos at December 31, 2023 and 477 million Mexican pesos at June 30, 2023. The maximum maturity date was in 2023 at June 30, 2023.

(c)	The notional amounts of the fair value hedges of foreign exchange risk were $833 million at June 30, 2024, $833 million at December 31, 2023 and $844 million at June 30, 2023. The maximum maturity dates are in 2030 at June 30, 2024, December 31, 2023 and June 30, 2023.

(d)	The notional amounts of the net investment hedges were €483 million at June 30, 2024, €483 million at December 31, 2023 and €483 million at June 30, 2023. The maximum maturity dates are in 2026 at June 30, 2024, December 31, 2023 and June 30, 2023.

(e)	The notional amounts of the foreign exchange derivative contracts were $572 million, $407 million and $417 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively. The maximum maturity dates are in 2024 at June 30, 2024, and in 2023 at December 31, 2023 and June 30, 2023.


	Gain (Loss) Recognized in OCI (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Three months ended June 30,				Three months ended June 30,
Derivatives designated as hedging instruments:	2024		2023		2024		2023
Cash Flow Hedges
Commodity forward contracts and collars (a)	$	—	$	(5)	$	(3)	$	(7)
Cash flow hedges of foreign exchange risk (a)				(1)				(1)
Net Investment Hedges
Net Investment Hedges (b)		6		(4)		1		1
	$	6	$	(10)	$	(2)	$	(7)


	Gain (Loss) Recognized in OCI (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Six months ended June 30,				Six months ended June 30,
Derivatives designated as hedging instruments:	2024		2023		2024		2023
Cash Flow Hedges
Commodity forward contracts and collars (a)	$	(4)	$	(23)	$	(6)	$	(11)
Cash flow hedges of foreign exchange risk (a)				(3)				—
Net Investment Hedges
Net Investment Hedges (b)		21		(10)		3		2
	$	17	$	(36)	$	(3)	$	(9)


	Amount of Gain (Loss) Recognized in Other expense, net				Amount of Gain (Loss) Recognized in Other expense, net
	Three months ended June 30,				Six months ended June 30,
Derivatives not designated as hedges:	2024		2023		2024		2023
Foreign exchange derivative contracts	$	(12)	$	(5)	$	(15)	$	(6)

(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.

6. Restructuring Accruals

Selected information related to the restructuring accruals for the three months ended June 30, 2024 and 2023 is as follows:


	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at April 1, 2024	$	19	$	—	$	10	$	29
Net cash paid, principally severance and related benefits		(4)				(1)		(5)
Balance at June 30, 2024	$	15	$	—	$	9	$	24


	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at April 1, 2023	$	14	$	—	$	7	$	21
Net cash paid, principally severance and related benefits		(3)				(1)		(4)
Balance at June 30, 2023	$	11	$	—	$	6	$	17

Selected information related to the restructuring accruals for the six months ended June 30, 2024 and 2023 is as follows:


	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2024	$	27	$	—	$	12	$	39
Net cash paid, principally severance and related benefits		(12)				(3)		(15)
Balance at June 30, 2024	$	15	$	—	$	9	$	24


	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2023	$	17	$	—	$	10	$	27
Net cash paid, principally severance and related benefits		(6)				(4)		(10)
Balance at June 30, 2023	$	11	$	—	$	6	$	17

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 June 30, 2024 and 2023, no major restructuring programs were in effect.

7. Pension Benefit Plans

The components of the net periodic pension cost for the three months ended June 30, 2024 and 2023 are as follows:


	U.S.				Non-U.S.
	Three months ended June 30,				Three months ended June 30,
	2024		2023		2024		2023
Service cost	$	1	$	2	$	2	$	2
Interest cost		11		11		9		9
Expected asset return		(13)		(14)		(8)		(7)
Amortization of actuarial loss		3		2		3		2
Net periodic pension cost	$	2	$	1	$	6	$	6

The components of the net periodic pension cost for the six months ended June 30, 2024 and 2023 are as follows:


	U.S.				Non-U.S.
	Six months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Service cost	$	2	$	3	$	4	$	4
Interest cost		22		23		18		18
Expected asset return		(26)		(28)		(16)		(14)
Amortization of actuarial loss		6		4		6		4
Net periodic pension cost	$	4	$	2	$	12	$	12

The components of pension expense, other than the service cost component, are included in Other expense, net on the Condensed Consolidated Results of Operations.

8. 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 21%, primarily because of varying non-U.S. tax rates and the impact of the U.S. valuation allowance.

The Company is currently under income tax examination in various tax jurisdictions in which it operates, including Brazil, Canada, Colombia, France, Germany, Indonesia, Italy, Peru, and the U.S. The years under examination range from 2004 through 2023. 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.

9. Debt

The following table summarizes the long-term debt of the Company at June 30, 2024, December 31, 2023, and June 30, 2023:


	June 30,		December 31,		June 30,
	2024		2023		2023
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	—	$	—	$	—
Term Loans:
Term Loan A		1,392		1,391		1,427
Senior Notes:
5.875%, due 2023						108
3.125%, due 2024 (€58 million)		62		63		61
6.375%, due 2025				299		298
5.375%, due 2025		17		17		17
2.875%, due 2025 (€176 million at June 30, 2024, €500 million at December 31, 2023 and June 30, 2023)		188		551		541
6.625%, due 2027		609		608		607
6.250%, due 2028 (€600 million)		635		656		645
5.250%, due 2029 (€500 million)		527
4.750%, due 2030		397		396		396
7.250%, due 2031		682		682		679
7.375%, due 2032		296
Finance leases		189		174		157
Other		1		3		3
Total long-term debt		4,995		4,840		4,939
Less amounts due within one year		347		142		161
Long-term debt	$	4,648	$	4,698	$	4,778

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 March 25, 2022, certain of the Company’s subsidiaries entered into a Credit Agreement and Syndicated Facility Agreement (the “Original Agreement”), which refinanced in full the previous credit agreement. The Original Agreement provided for up to $2.8 billion of borrowings pursuant to term loans, revolving credit facilities and a delayed draw term loan facility. The delayed draw term loan facility allowed for a one-time borrowing of up to $600 million, the proceeds of which were used, in addition to other consideration paid by the Company and/or its subsidiaries, to fund an asbestos settlement trust (the “Paddock Trust”) established in connection with the confirmed plan of reorganization of Paddock Enterprises, LLC (“Paddock”) proposed by Paddock, O-I Glass and certain other parties in Paddock’s Chapter 11 case. On July 18, 2022, the Company drew down the $600 million delayed draw term loan to fund, together with other consideration, the Paddock Trust.

On August 30, 2022, certain of the Company’s subsidiaries entered into an Amendment No. 1 to its Credit Agreement and Syndicated Facility Agreement (the “Credit Agreement Amendment”), which amends the Original Agreement (as amended by the Credit Agreement Amendment, the “Credit Agreement”). The Credit Agreement Amendment provides for up to $500 million of additional borrowings in the form of term loans. The proceeds of such term loans were used, together with cash, to retire the $600 million delayed draw term loan. The term loans mature, and the revolving credit facilities terminate, in March 2027. The term loans borrowed under the Credit Agreement Amendment are secured by certain collateral of the Company and certain of its subsidiaries. In addition, the Credit Agreement Amendment makes modifications to certain loan documents, in order to give the Company increased flexibility to incur secured debt in the future.

At June 30, 2024, the Credit Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $1.45 billion in term loan A facilities ($1.39 billion outstanding balance at June 30, 2024, net of debt issuance costs). At June 30, 2024, the Company had unused credit of $1.24 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at June 30, 2024 was 6.87%.

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 (as defined in the Credit Agreement), that requires the Company 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 term is defined and as described in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company 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 Company could not request additional borrowings under the revolving facilities, 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 would result in a default under the indentures governing the Company’s outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of June 30, 2024, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement. The interest rate on borrowings under the Credit Agreement is, at the Company’s option, the Base Rate, Term SOFR or, for non-U.S. dollar borrowings only, the Eurocurrency Rate (each as defined in the Credit Agreement), plus an applicable margin. The applicable margin is linked to the Total Leverage Ratio. The margins range from 1.00% to 2.25% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 1.25% for Base Rate loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum linked to 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 2024, the Company issued €500 million aggregate principal amount of senior notes that bear interest of 5.250% and mature on June 1, 2029. Also, in May 2024, the Company issued $300 million aggregate principal amount of senior notes that bear interest of 7.375% and mature on June 1, 2032. 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 2024 tender offer and redemption below.

In May 2024, the Company repurchased €323.4 million aggregate principal amount of the outstanding 2.875% Senior Notes due 2025 pursuant to a tender offer and redeemed $300 million aggregate principal amount of the outstanding 6.375% Senior Notes due 2025. The repurchase and redemption were funded with the proceeds from the May 2024 senior notes issuances described above. The Company recorded approximately $2 million of additional interest charges related to the senior note repurchases conducted in the second quarter of 2024 for note repurchase premiums and the write-off of unamortized finance fees. At June 30, 2024, approximately €176 million aggregate principal amounts of the 2.875% Senior Notes due 2025 remained outstanding.

In May 2023, the Company issued €600 million aggregate principal amount of senior notes that bear interest at a rate of 6.250% per annum and mature on May 15, 2028. Also, in May 2023, the Company issued $690 million aggregate principal amount of senior notes that bear interest at a rate of 7.250% per annum and mature on May 15, 2031. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s subsidiaries. The net proceeds, after deducting debt issuance costs were used to redeem the aggregate principal amounts described in the May 2023 tender offers below.

In May 2023, the Company repurchased $142 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023, €666.7 million aggregate principal amount of the outstanding 3.125% Senior Notes due 2024, and $282.8 million aggregate principal amount of the outstanding 5.375% Senior Notes due 2025. The repurchases were funded with the proceeds from the May 2023 senior notes issuances described above. The Company recorded approximately $39 million of additional interest charges related to the senior note repurchases conducted in the second quarter of 2023 for note repurchase premiums, the write-off of unamortized finance fees and the settlement of a related interest rate swap. In August 2023, the Company redeemed approximately $108 million aggregate principal amount of its 5.875% Senior Notes due 2023. At June 30, 2024, approximately €58 million and $17 million aggregate principal amounts of the 3.125% Senior Notes due 2024 and 5.375% Senior Notes due 2025, respectively, remained outstanding.

In order to maintain a capital structure containing appropriate amounts of fixed and floating-rate debt, the Company has entered into a series of interest rate swap agreements. These interest rate swap agreements were accounted for as fair value hedges (see Note 5 for more information).

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

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 June 30, 2024 of the Company’s significant fixed rate debt obligations are as follows:


	Principal		Indicated Market
	Amount		Price		Fair Value
Senior Notes:
3.125%, due 2024 (€58 million)	$	62		99.70	$	62
5.375%, due 2025		17		99.91		17
2.875%, due 2025 (€176 million)		188		99.08		186
6.625%, due 2027		612		99.88		611
6.250%, due 2028 (€600 million)		641		103.51		663
5.250%, due 2029 (€500 million)		534		100.51		537
4.750%, due 2030		400		91.42		366
7.250%, due 2031		690		100.05		690
7.375%, due 2032		300		100.08		300

10. Contingencies

The Company has been identified by the U.S. Environmental Protection Agency 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 $33 million, $26 million and $24 million (undiscounted) as of June 30, 2024, December 31, 2023 and June 30, 2023, respectively, for estimated future remediation and monitoring costs at these sites. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flows. Other than related to the site discussed below, any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.

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 are currently 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. The Company undertook sampling at the site in 2024 and has proposed settling this matter and has recorded a charge of $10 million in the second quarter of 2024 as its best estimate of this liability based on current information. This charge was recorded to Other expense, net on the Condensed Consolidated Results of Operations.  While the Company believes it has meritorious defenses against this suit, if the proposed settlement is not accepted by the NPS and the lawsuit proceeds, the ultimate resolution of this matter could result in a loss in excess of the amount currently accrued.

In November 2023, the Autorita Garante della Concorrenza e del Mercato (the “Italian Competition Authority”) commenced an investigation into alleged anti-competitive conduct by nine glass manufacturers and distributors in Italy, including the Company’s subsidiary based in Italy, O-I Italy SpA (“O-I Italy”), and an Italian joint venture in which O-I Italy owns a 50% interest, related to the sale of wine bottles in Italy. The Italian Competition Authority’s investigation is ongoing. To date, the Italian Competition Authority has not officially charged O-I Italy or its joint venture with any violations of competition law. If the Italian Competition Authority finds that the Company or any of its subsidiaries or joint ventures violated competition law, the Italian Competition Authority could levy fines, which could be material. At this stage, the Company is unable to predict the ultimate outcome of the investigation 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. 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.

11. Share Owners’ Equity

The activity in share owners’ equity for the three months ended June 30, 2024 and 2023 is as follows:


	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 April 1, 2024	$	2	$	3,081		(690)	$	854	$	(1,560)	$	139	$	1,826
Reissuance of common stock (0.2 million shares)				(1)		5								4
Shares repurchased (0.6 million shares)				(10)										(10)
Stock compensation (1.9 million shares)				(1)										(1)
Net earnings								57				5		62
Other comprehensive loss										(234)		(7)		(241)
Distributions to non-controlling interests												(9)		(9)
Balance on June 30, 2024	$	2	$	3,069	$	(685)	$	911	$	(1,794)	$	128	$	1,631


	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 April 1, 2023	$	2	$	3,093	$	(690)	$	1,091	$	(1,727)	$	118	$	1,887
Reissuance of common stock (0.2 million shares)						3								3
Shares repurchased (0.7 million shares)				(10)										(10)
Stock compensation (0.0 million shares)				10										10
Net earnings								110				3		113
Other comprehensive income										140		3		143
Distributions to non-controlling interests												(3)		(3)
Balance on June 30, 2023	$	2	$	3,093	$	(687)	$	1,201	$	(1,587)	$	121	$	2,143

The activity in share owners’ equity for the six months ended June 30, 2024 and 2023 is as follows:


	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, 2024	$	2	$	3,086	$	(681)	$	782	$	(1,580)	$	135	$	1,744
Reissuance of common stock (0.4 million shares)				(3)		10								7
Shares repurchased (1.3 million shares)				(20)										(20)
Stock compensation (1.9 million shares)				6										6
Net earnings								129				9		138
Other comprehensive loss										(214)		(7)		(221)
Distributions to non-controlling interests												(9)		(9)
Other						(14)								(14)
Balance on June 30, 2024	$	2	$	3,069	$	(685)	$	911	$	(1,794)	$	128	$	1,631


	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, 2023	$	2	$	3,079	$	(688)	$	885	$	(1,861)	$	111	$	1,528
Issuance of common stock (0.4 million shares)				5										5
Reissuance of common stock (0.3 million shares)						7								7
Shares repurchased (1.0 million shares)				(20)										(20)
Stock compensation (0.7 million shares)				29										29
Net earnings								316				7		323
Other comprehensive income										274		6		280
Distributions to non-controlling interests												(3)		(3)
Other						(6)								(6)
Balance on June 30, 2023	$	2	$	3,093	$	(687)	$	1,201	$	(1,587)	$	121	$	2,143

During the three months ended June 30, 2024, the Company purchased 619,217 shares of its common stock for approximately $10 million. The share purchases were all made in April 2024 pursuant to a $150 million anti-dilutive share repurchase program authorized by the Company’s Board of Directors on February 9, 2021. On May 14, 2024, the Company’s Board of Directors authorized a new $100 million anti-dilutive share repurchase program, which supersedes and replaces the prior share repurchase program and is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. No purchases were made under the new share repurchase program during the three months ended June 30, 2024, and $100 million remained available for purchases under this program as of June 30, 2024.

The Company has 250,000,000 shares of common stock authorized with a par value of $.01 per share. Shares outstanding are as follows:


	Shares Outstanding (in thousands)
	June 30,	December 31,	June 30,
	2024	2023	2023

Shares of common stock issued (including treasury shares)	186,533	185,009	186,084

Treasury shares	31,169	30,755	31,024

12. Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three months ended June 30, 2024 and 2023 is as follows:


									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on April 1, 2024	$	(944)	$	(34)		$	(582)		$	(1,560)
Change before reclassifications		(250)		14						(236)
Amounts reclassified from accumulated other comprehensive income (loss)				(2)	(a)		6	(b)		4
Translation effect				(1)			1			—
Tax effect				(1)			(1)			(2)
Other comprehensive income (loss) attributable to the Company		(250)		10			6

O-I Glass, Inc. /DE/ 10-Q