Form 8-K

8-K — O-I Glass, Inc. /DE/

Accession: 0001104659-26-119192

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0000812074

SIC: 3221 (GLASS CONTAINERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2628380d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628380d1_ex99-1.htm)

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0000812074

2026-10-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of

The Securities

Exchange Act of 1934

October 27, 2026

Date of Report (Date of earliest event reported)

O-I

GLASS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-9576

22-2781933

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

One Michael Owens Way

Perrysburg,

Ohio

(Address

of principal executive offices)

43551-2999

(Zip

Code)

(567)

336-5000

(Registrant’s telephone number, including

area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K

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

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol

Name

of each exchange on which

registered

Common stock, $.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is

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

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

Emerging growth company ¨

If an emerging growth company, indicate by check

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

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 27, 2026, O-I Glass, Inc. (the “Company”) issued

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

as Exhibit 99.1 and is incorporated herein by reference.

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

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

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

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

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

ITEM 9.01 FINANCIAL

STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated October 27, 2026 announcing results of operations for the quarter ended September 30, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities

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

Date: October 27, 2026

O-I GLASS, INC.

By:

/s/ John A. Haudrich

John A. Haudrich

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628380d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

Americas Delivers Resilient Third-Quarter Performance

Europe Remains Challenged; Recovery Actions Underway

2026 Outlook Updated; Higher Adjusted Earnings And Free Cash Flow Expected In 2027

PERRYSBURG, OHIO, OCTOBER 27, 2026 — O-I Glass, Inc. (NYSE: OI) today announced financial results

for the third quarter ended September 30, 2026. Key financial results are summarized below:

Net Sales

Earnings Before Income

Taxes

Net Earnings (Loss)

Attributable to the Company

Net Earnings (Loss) Attributable to the

Company

Per Share

3Q26 3Q25 3Q26 3Q25 3Q26 3Q25 3Q26 3Q25

Reported $1,623 $1,653 $34 $58 ($13) $30 ($0.08) $0.19

Segment Operating Profit

Adjusted EBITDA

Adjusted Earnings

Adjusted Earnings (Loss) Per Share (Diluted)

3Q26 3Q25 3Q26 3Q25 3Q26 3Q25

Adjusted (non-GAAP)1 $139 $235 $234 $329 ($0.09) $0.48

THIRD QUARTER 2026 HIGHLIGHTS

▪ Net sales were approximately $1.6 billion, down 2 percent from the prior-year period. Favorable currency

translation partially offset slightly lower selling prices and a 2 percent decline in sales volume2.

▪ Net earnings were a loss of $13 million, or $0.08 per share, while adjusted earnings reflected a loss of $15

million, or $0.09 per share. Adjusted EBITDA was $234 million, earnings before income taxes was $34 million,

and segment operating profit was $139 million.

▪ Results were below the prior-year period primarily due to net price pressure and an unusually high tax rate.

Earnings lagged management's expectations as energy and freight costs were approximately $15 million higher

than originally anticipated in Europe.

▪ Americas segment operating profit was down slightly from the prior-year period amid commercial headwinds.

▪ Europe segment operating profit was down significantly from the prior-year period, primarily due to net price

pressure. The company made progress improving plant efficiency following first-half restructuring.

▪ Fit to Win delivered approximately $50 million of benefits during the quarter. O-I now targets approximately

$180 million of benefits in 2026 and continues to expect at least $650 million of cumulative savings by 2027.

▪ The company now expects 2026 adjusted EBITDA of $925 to $950 million, below its prior outlook due to

elevated energy and freight inflation, softer demand, and pace of recovery in Europe.

1 Measures labeled 'non-GAAP' or 'adjusted' are non-GAAP financial measures. Definitions of the non-GAAP measures, as well as reconciliations of the non-GAAP measures to their most directly comparable GAAP measures are contained elsewhere in this news release.

2 Measured in tons and excludes the impact of divestitures.

“Third-quarter results demonstrated continued resilience in the Americas, while Europe

remained well below our expectations. Commercial pressures and elevated energy and

freight costs weighed on results, compounded by internal supply-chain challenges that we

are actively addressing. We are beginning to see initial progress, with improving European

production efficiency, better sequential shipment trends and continued Fit to Win cost

reductions.

Our focus now is converting that initial progress into stronger commercial performance,

lower costs and improved margins. While near-term energy and trade conditions remain

uncertain, the actions underway, together with continued resilience in the Americas, are

expected to support higher adjusted earnings and free cash flow in 2027 and strengthen

the foundation for long-term value creation.”

GORDO N HARDI E – CHIEF EXECUTIVE OFFICER

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

AMERICAS SEGMENT

Changes in Net Sales and Segment Operating Profit

$M 3Q25 Currency Price/Net Price Sales Vol//Mix Operating Cost 3Q26

Net Sales $940 $42 $15

+1.6%

($27)

-1.3% in tons

-- $970

Segment Operating Profit

% Margins

$140

14.9%

$10 ($6) ($10) $3 $137

14.1%

Net sales in the Americas were $970 million, up more than 3 percent from the prior-year period. A 1.6 percent

increase in selling prices and favorable currency translation more than offset a 1.3 percent decline in sales volume,

measured in tons. Strong shipment growth in Latin America largely offset headwinds in North America.

Segment operating profit was $137 million, down slightly from the prior-year period, as Fit to Win benefits and

favorable currency translation mostly offset lower volume and unfavorable net price. The prior year benefited from

a $6 million one-time insurance claim that did not repeat.

EUROPE SEGMENT

Changes in Net Sales and Segment Operating Profit

$M 3Q25 Currency Price/Net Price Sales Vol//Mix Operating Cost 3Q26

Net Sales $688 ($7) ($26)

-3.8%

($21)

-3.7% in Tons

-- $634

Segment Operating Profit

% Margins

$95

13.8%

($3) ($91) ($4) $5 $2

0.3%

Net sales in Europe were $634 million, down 8 percent from the prior-year period. The decline reflected 3.8

percent lower selling prices, a 3.7 percent decrease in sales volume, measured in tons, and unfavorable currency

translation. Shipments increased in Northern Europe, while Southern Europe remained under pressure, particularly

in wine – a category that continues to suffer declining consumer and export volumes.

Segment operating profit was $2 million, compared with $95 million in the prior-year period. The decline was

primarily driven by unfavorable net price, reflecting competitive pricing pressure and elevated energy and freight

costs which were approximately $15 million above management’s expectations entering the quarter. Favorable

operating costs offset the impact of lower sales volume. One-time items provided a year-over-year net unfavorable

impact of $2 million.

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 adjusted earnings and free cash flow in 2027.

FIT TO WIN

Fit to Win remains central to O-I’s strategy to strengthen competitiveness and cash generation. The program

delivered approximately $50 million of benefits during the third quarter ($135 million year-to-date) which more

than offset the impact of higher freight and maintenance costs, lower joint venture performance, and one-time

items. Compared to its prior outlook of at least $200 million in Fit to Win benefits, O-I now expects approximately

$180 million of net benefits this year given the pace of recovery in Europe. Those opportunities are expected to

shift to next year as the company continues to target at least $650 million of cumulative Fit to Win benefits by the

end of 2027.

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

BUSINESS OUTLOOK

2026 Guidance

Current Prior 2025 Actual

Adjusted EBITDA ($M) $925-$950 $1,000-$1,100 $1,218

Free Cash Flow ($M) ~ ($300) ($50-$150) $168

Leverage Ratio 4.5 – 5.0x ≥ 4x 3.5x

O-I has updated its 2026 business outlook and now expects adjusted EBITDA of approximately $925 to $950 million

and a free cash flow use of approximately $300 million. The revised outlook primarily reflects continued soft demand

including the potential impact of U.S.-Canada trade disputes, further energy related cost inflation, slower pace of

recovery in Europe and higher inventory levels due to softer shipments. Liquidity was approximately $1.5 billion at

the end of the third quarter and O-I expects its net debt leverage ratio will approximate 4.5 to 5.0 times at year

end.

For 2027, the company expects higher net sales, adjusted EBITDA, and free cash flow, supported by the company’s

efforts to improve net price, maintain stable sales volumes, and reduce operating costs through Fit to Win. 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 late October 2026, the company decided to initiate a process with employee representatives regarding the

proposed permanent closure of a production facility in Europe. No final decision will be made until that process is

complete. As a result, the company currently estimates related charges of approximately $100 million to $120

million will be recorded in the fourth quarter of 2026, including approximately $40 million to $50 million of future

cash expenditures.

Updated 2026 guidance reflects the company’s current expectations for sales and production volumes, mix, and

working capital trends. However, the outlook for adjusted EBITDA and free cash flow remains subject to

macroeconomic uncertainty, including conflicts in the Middle East, currency movements, energy and raw material

costs, supply-chain disruptions, labor availability, changes in trade or immigration policies, and the execution of

global profitability improvement initiatives.

“Our revised 2026 outlook reflects additional pressure from energy and freight cost inflation,

continued soft demand and the slower pace of recovery in Europe. While these factors are

weighing on near-term results and cash flow, our liquidity remains strong and we are

committed to financial and operational discipline and execution.

Looking ahead, we expect higher adjusted earnings and free cash flow in 2027, supported

by improved commercial and operational performance in Europe, additional Fit to Win

benefits, and continued resilience in the Americas. We remain focused on converting these

actions into measurable financial improvement, strengthening free cash flow, and reducing

leverage. We will provide specific 2027 guidance with our year-end results.”

JOHN HAUDRICH – CHIEF FINANCIAL OFFICER

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

Contacts :

Chris Manuel

VP, Investor Relations

567-336-2600

Chris.Manuel@o-i.com

Sasha Sekpeh

Investor Relations

567-336-5128

NON-GAAP FINANCIAL MEASURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

C O N F E R E N C E C A L L / W E B C A S T

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

Q4 2026: February 3, 2027

Notice: Beginning with its fourth-quarter 2026 results, O-I expects to release its

earnings materials, including the earnings release and presentation, approximately

one hour before the scheduled earnings call on the day of the call. The change

reflects the anticipated move to extended (23-hour, five-day) trading on the New

York Stock Exchange. Earnings materials and the webcast will be available at

www.o-i.com/investors

investors.o-i.com

ABOUT O-I GLASS

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

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

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

many of the world’s leading food and beverage brands. We innovate in line with customers’ needs to create

iconic packaging that builds brands around the world. Led by our diverse team of approximately 19,000 people

across 61 plants in 18 countries, O-I achieved revenues of $6.4 billion in 2025.

O-I is an S&P Small cap 600 member and a component of more than 100 Exchange Traded Funds from iShares,

Vanguard, Schwab, Invesco and other firms.

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

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

forecasting, budgeting and calculating compensation payments.

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

FORWARD-LOOKING STATEMENTS

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

within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and

Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company’s current

expectations and projections about future events at the time, and thus involve uncertainty and risk. The words

“believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,”

“potential,” “continue,” “target,” “commit,” and the negatives of these words and other similar expressions generally

identify forward-looking statements.

It is possible that the Company’s future financial performance may differ from expectations due to a variety of

factors including, but not limited to the following: (1) the Company’s ability to achieve expected benefits from cost

management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected

impacts from production curtailments, reduction in force and furnace closures, (2) the 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

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

THIRD QUARTER 2026 RESULTS

OCTOBER 27, 2026

increases or strikes, (14) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate

operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (15)

the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired,

(16) any increases in the underfunded status of the Company’s pension plans, (17) any failure or disruption of the

Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or

data privacy incidents affecting the Company or its third-party service providers, (18) risks related to the Company’s

indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the

Company to generate cash to service indebtedness and refinance debt on favorable terms, (19) risks associated

with operating in foreign countries, (20) foreign currency fluctuations relative to the U.S. dollar, (21) changes in tax

laws or global trade policies, (22) the Company’s ability to comply with various environmental legal requirements,

(23) risks related to recycling and recycled content laws and regulations, (24) risks related to climate-change and

air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from

stakeholders, and the other risk factors discussed in the Company's filings with the Securities and Exchange

Commission.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based

on certain assumptions and analyses made by the Company in light of its experience and perception of historical

trends, current conditions, expected future developments, and other factors it believes are appropriate in the

circumstances. Forward-looking statements are not a guarantee of future performance and actual results or

developments may differ materially from expectations. While the Company continually reviews trends and

uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume

any obligation to update or supplement any particular forward-looking statements contained in this document,

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

O-I GLASS, INC.

Condensed Consolidated Results of Operations

(Dollars in millions, except per share amounts)

Three

months ended

September 30

Nine

months ended

September 30

Unaudited

2026

2025

2026

2025

Net

sales

$ 1,623

$ 1,653

$ 4,830

$ 4,926

Cost

of goods sold

(1,428 )

(1,353 )

(4,222 )

(4,047 )

Gross

profit

195

300

608

879

Selling

and administrative expense

(88 )

(105 )

(261 )

(318 )

Research,

development and engineering expense

(7 )

(8 )

(26 )

(33 )

Interest

expense, net

(86 )

(91 )

(251 )

(257 )

Equity

earnings

Other

expense, net (incl. goodwill impairment)

(3 )

(69 )

(994 )

(270 )

Earnings

(loss) before income taxes

(846 )

Provision

for income taxes

(39 )

(21 )

(195 )

(57 )

Net

earnings (loss)

(5 )

(1,041 )

Net

earnings attributable to noncontrolling interests

(8 )

(7 )

(17 )

Net

income (loss) attributable to the Company

$ (13 )

$ 30

$ (1,058 )

$ 9

Basic

earnings per share:

Net

income (loss) attributable to the Company

$ (0.08 )

$ 0.19

$ (6.90 )

$ 0.06

Weighted

average shares outstanding (thousands)

153,812

153,571

153,335

153,757

Diluted

earnings per share:

Net

income (loss) attributable to the Company

$ (0.08 )

$ 0.19

$ (6.90 )

$ 0.06

Diluted

average shares (thousands)

153,812

155,215

153,335

155,406

O-I

GLASS, INC.

Condensed

Consolidated Balance Sheets

(Dollars

in millions)

Unaudited

September 30,

December 31,

September 30,

2026

2025

Assets

Current

assets:

Cash

and cash equivalents

$ 379

$ 759

$ 556

Trade

receivables, net

867

601

891

Inventories

944

1,002

982

Prepaid

expenses and other current assets

297

239

231

Total

current assets

2,487

2,601

2,660

Property,

plant and equipment, net

3,397

3,447

3,441

Goodwill,

net

580

1,487

1,480

Intangibles,

net

168

188

193

Other

assets

1,369

1,520

1,484

Total

assets

$ 8,001

$ 9,243

$ 9,258

Liabilities

and Share Owners' Equity

Current

liabilities:

Accounts

payable

$ 1,099

$ 1,201

$ 1,081

Short-term

loans and long-term debt due within one year

183

162

170

Other

liabilities

657

726

742

Total

current liabilities

1,939

2,089

1,993

Long-term

debt

4,736

4,837

4,946

Other

long-term liabilities

790

872

849

owners' equity

536

1,445

1,470

Total

liabilities and share owners' equity

$ 8,001

$ 9,243

$ 9,258

O-I

GLASS, INC.

Condensed

Consolidated Cash Flows

(Dollars

in millions)

Unaudited

Three

months ended

September 30

Nine

months ended

September 30

2026

2025

2026

2025

Cash

flows from operating activities:

Net

earnings (loss)

$ (5 )

$ 37

$ (1,041 )

$ 26

Non-cash

charges (credits)

Depreciation

and amortization

124

123

365

361

Deferred

tax provision (benefit)

(30 )

(36 )

Pension

expense

Stock-based

compensation expense

Goodwill

impairment

873

Change

in European valuation allowance on deferred tax assets

Restructuring,

asset impairment and related charges

255

Legacy

environmental charge

(Gain)

loss on sale of joint venture and miscellaneous assets

(11 )

(1 )

(7 )

Cash

payments

Pension

contributions

(6 )

(11 )

(21 )

(25 )

Cash

paid for restructuring activities

(51 )

(31 )

(141 )

(109 )

Legacy

environmental settlement paid

(17 )

Change

in components of working capital (a)

156

(225 )

(238 )

Other,

net (b)

(64 )

(25 )

(85 )

(51 )

Cash

provided by (utilized in) operating activities

165

214

(35 )

198

Cash

flows from investing activities:

Cash

payments for property, plant and equipment

(81 )

(100 )

(318 )

(339 )

Net

cash proceeds on sale of joint venture and misc. assets

Net

cash receipts (payments) from hedging activities

(2 )

Cash

utilized in investing activities

(64 )

(88 )

(296 )

(309 )

Cash

flows from financing activities:

Changes

in borrowings, net

(62 )

(15 )

(31 )

(21 )

repurchased

(10 )

(30 )

Payment

of finance fees

(12 )

(7 )

(12 )

Net

cash receipts (payments) for hedging activity

(17 )

(23 )

Distributions

to non-controlling interests

(2 )

(12 )

(10 )

Other,

net (c)

(4 )

(7 )

Cash

utilized in financing activities

(61 )

(56 )

(61 )

(103 )

Effect

of exchange rate fluctuations on cash

(1 )

Change

in cash

(380 )

(178 )

Cash

at beginning of period

339

487

759

734

Cash

at end of period

$ 379

$ 556

$ 379

$ 556

(a) The

Company uses various factoring programs to sell certain receivables to financial institutions

as part of managing its cash flows. At September 30, 2026, December 31, 2025 and

September 30, 2025, the amount of receivables sold by the Company was $457 million,

$531 million and $452 million, respectively. For the nine months ended September 30,

2026 and 2025, the Company's use of its factoring programs resulted in an increase of $74

million and $83 million to cash utilized in operating activities, respectively.

(b) Other,

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

net includes share settlement activity

O-I

GLASS, INC.

Reportable

Segment Information and Reconciliation to Earnings Before Income Taxes

(Dollars

in millions)

Unaudited

Three

months ended

September 30

Nine

months ended

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

Net

sales

$ 1,623

$ 1,653

$ 4,830

$ 4,926

Earnings

(loss) before income taxes

$ 34

$ 58

$ (846 )

$ 83

Items

excluded from segment operating profit:

Retained

corporate costs and other

Items

not considered representative of ongoing operations (a)

(8 )

965

249

Interest

expense, net

251

257

Segment

operating profit (b):

$ 139

$ 235

$ 451

$ 669

Americas

$ 137

$ 140

$ 444

$ 416

Europe

253

Reportable

segment totals

$ 139

$ 235

$ 451

$ 669

Ratio

of earnings before income taxes to net sales

2.1%

3.5%

-17.5%

1.7%

Segment

operating profit margin (c):

Americas

14.1%

14.9%

15.9%

15.1%

Europe

0.3%

13.8%

0.4%

12.1%

Reportable

segment margin totals

8.7%

14.4%

9.4%

13.8%

(a)

Reference

reconciliation for adjusted earnings.

(b)

Segment

operating profit consists of consolidated earnings before interest income, interest expense,net, and provision for income taxes and

excludes amounts related to certain items that management considers not representative of ongoing operations as well as certain retained

corporate costs and other adjustments.

The

Company presents information on segment operating profit because management believes that it provides investors with a measure of

operating performance separate from the level of indebtedness or other related costs of capital. The most directly comparable

GAAP financial measure to segment operating profit is earnings before income taxes. The Company presents segment operating

profit because management uses the measure, in combination with net sales and selected cash flow information, to evaluate performance

and to allocate resources.

(c)

Segment

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

O-I

GLASS, INC.

Reconciliation

for Adjusted Earnings

(Dollars

in millions, except per share amounts)

The

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

Unaudited

Three

months ended

September 30

Nine

months ended

September 30

2026

2025

2026

2025

Net

income( loss) attributable to the Company

$ (13 )

$ 30

$ (1,058 )

$ 9

Items

impacting other income (expense), net:

Goodwill

impairment

873

Restructuring,

asset impairment and other charges

252

Legacy

environmental charge

Loss

(gain) on sale of joint venture and miscellaneous assets

(11 )

(1 )

(7 )

Items

impacting interest expense:

Charges

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

Items

impacting income tax:

Change

in European valuation allowance on deferred tax assets

European

investment tax incentive

(22 )

Deferred

tax benefits

(21 )

Net

expense (benefit) for income tax on items above

(1 )

(4 )

Items

impacting net earnings attributable to noncontrolling interests:

Net

impact of noncontrolling interests on items above

Total

adjusting items (non-GAAP)

$ (2 )

$ 45

$ 1,066

$ 209

Adjusted

earnings (loss) (non-GAAP)

$ (15 )

$ 75

$ 8

$ 219

Diluted

average shares (thousands)

153,812

155,215

153,335

155,406

Net

income (loss) attributable to the Company (diluted)

$ (0.08 )

$ 0.19

$ (6.90 )

$ 0.06

Adjusted

earnings (loss) per share (non-GAAP) (a)

$ (0.09 )

$ 0.48

$ 0.05

$ 1.41

(a) For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands)

are 154,740 for the three months ended September 30, 2026.

For

purposes of computing adjusted earnings per share, the diluted average shares (in thousands) are 154,810

for the nine months ended September 30, 2026.

The

Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measure, adjusted earnings, for the periods

ending after September 30, 2026 to its most directly comparable GAAP financial measure, net earnings (loss) attributable to the

Company, because management cannot reliably predict all of the necessary components of this GAAP financial measure without unreasonable

efforts. Net earnings (loss) attributable to the Company includes several significant items, such as restructuring charges, asset impairment

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

lead to the recognition of these and other similar items are complex and inherently unpredictable, and the amount recognized for each

item can vary significantly. Accordingly, the Company is unable to provide a reconciliation of adjusted earnings to net earnings (loss)

attributable to the Company or address the probable significance of the unavailable information, which could be material to the Company's

future financial results.

O-I

GLASS, INC.

Changes

in Net Sales and Segment Operating Profit for Reportable Segments

(Dollars

in millions)

Unaudited

Three

months ended September 30

Americas

Europe

Total

Net

sales for reportable segments- 2025

$ 940

$ 688

$ 1,628

Effects

of changing foreign currency rates (a)

(7 )

Price

(26 )

(11 )

Sales

volume & mix

(27 )

(21 )

(48 )

Total

reconciling items

(54 )

(24 )

Net

sales for reportable segments- 2026

$ 970

$ 634

$ 1,604

Three

months ended September 30

Americas

Europe

Total

Segment

operating profit - 2025

$ 140

$ 95

$ 235

Effects

of changing foreign currency rates (a)

(3 )

Net

price (net of cost inflation)

(6 )

(91 )

(97 )

Sales

volume & mix

(10 )

(4 )

(14 )

Operating

costs

Total

reconciling items

(3 )

(93 )

(96 )

Segment

operating profit - 2026

$ 137

$ 2

$ 139

Nine

months ended September 30

Americas

Europe

Total

Net

sales for reportable segments- 2025

$ 2,756

$ 2,095

$ 4,851

Effects

of changing foreign currency rates (a)

143

215

Price

(94 )

(20 )

Sales

volume & mix

(183 )

(80 )

(263 )

Total

reconciling items

(102 )

(68 )

Net

sales for reportable segments- 2026

$ 2,790

$ 1,993

$ 4,783

Nine

months ended September 30

Americas

Europe

Total

Segment

operating profit - 2025

$ 416

$ 253

$ 669

Effects

of changing foreign currency rates (a)

Net

price (net of cost inflation)

(252 )

(226 )

Sales

volume & mix

(35 )

(13 )

(48 )

Operating

costs

Total

reconciling items

(246 )

(218 )

Segment

operating profit - 2026

$ 444

$ 7

$ 451

(a) Currency

effect on net sales and segment operating profit determined by using 2026 foreign currency

exchange rates to translate 2025 local currency results.

Unaudited

O-I

GLASS, INC.

Reconciliation to Free Cash Flow

(Dollars in millions)

Forecast

Current

Forecast

Year

Ended

for

Year Ended

for

Year Ended

December

31, 2025

December

31, 2026

December

31, 2026

Cash

provided by operating activities

$ 600

$ 275

to 375

$ 125

Cash

payments for property, plant and equipment

(432)

(425)

Free

cash flow (non-GAAP)

$ 168

$ (50)

to (150)

$ (300)

The

Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measure, free cash flow, for all periods after

2026 to its most directly comparable U.S. GAAP financial measure, cash provided by operating activities, without unreasonable effort.

This is due to potentially high variability, complexity and low visibility, in the relevant future periods, of components of cash provided

by operating activities and cash spent on property, plant and equipment, as well as items that would be excluded from cash provided by

operating activities. The variability of these excluded items and other components of cash provided by operating activities may

have a significant, and potentially unpredictable, impact on the Company's future financial results.

O-I

GLASS, INC.

Reconciliation to Adjusted EBITDA

(Dollars in millions)

Quarter

Ended

Year

Ended

Quarter

Ended

September 30,

2025

December 31,

2025

September 30,

2026

Net

Income (Loss)

$ 37

$ (103)

$ (5)

Interest

expense (net)

341

Provision

for income taxes

Depreciation

391

101

Amortization

of intangibles

EBITDA

269

771

242

Items

not considered representative of ongoing operations

447

(8)

Adjusted

EBITDA (non-GAAP)

$ 329

$ 1,218

$ 234

For

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

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

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

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

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

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

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

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

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

O-I

GLASS, INC.

Reconciliation

to Adjusted EBITDA, Net Debt and Leverage Ratio

(Dollars

in millions)

Unaudited

Year

Ended

December 31, 2025

Net

Loss

$ (103)

Interest

expense (net)

341

Provision

for income taxes

Depreciation

391

Amortization

of intangibles

EBITDA

771

Items

not considered representative of ongoing operations

447

Adjusted

EBITDA (non-GAAP)

$ 1,218

Total

debt

$ 4,999

Less

cash

759

Net

debt (non-GAAP)

$ 4,240

Leverage

ratio (Net debt divided by Adjusted EBITDA)

3.5

For

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

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

U.S. GAAP financial measure, Net earnings, because management cannot reliably predict all of the necessary components

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

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

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

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

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

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

O-I

GLASS, INC.

Reconciliation

to Total Liquidity

(Dollars

in millions)

September 30, 2026

Revolving

Credit Facility Capacity (non-GAAP)

$ 1,154

Plus

Cash

379

Total

Liquidity (non-GAAP)

$ 1,533

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Cover

Oct. 27, 2026

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Entity File Number

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Entity Registrant Name

O-I

GLASS, INC.

Entity Central Index Key

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Entity Tax Identification Number

22-2781933

Entity Incorporation, State or Country Code

Entity Address, Address Line One

One Michael Owens Way

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Perrysburg

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