10-Q

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

March 31, 2022

or

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

For the transition period from to

Commission file number 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, $.01 par value	OI	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

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 March 31, 2022 was 156,215,929.

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, 2021.

The term “Company,” as used herein and unless otherwise stated or indicated by context, refers to Owens-Illinois, Inc. (“O-I”) prior to the Corporate Modernization (as defined in Note 10) and to O-I Glass, Inc. (“O-I Glass”) after the Corporate Modernization.

1

O-I GLASS, INC.

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

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

	Three months ended
	March 31,
	2022		2021
Net sales	$	1,692	$	1,500
Cost of goods sold		(1,388)		(1,256)
Gross profit		304		244
Selling and administrative expense		(119)		(102)
Research, development and engineering expense		(23)		(18)
Interest expense, net		(66)		(51)
Equity earnings		23		18
Other income (expense), net		51		(156)
Earnings (loss) before income taxes		170		(65)
Provision for income taxes		(48)		(26)
Net earnings (loss)		122		(91)
Net earnings attributable to non-controlling interests		(34)		(6)
Net earnings (loss) attributable to the Company	$	88	$	(97)
Basic earnings per share:
Net earnings (loss) attributable to the Company	$	0.56	$	(0.62)
Weighted average shares outstanding (thousands)		155,849		157,571
Diluted earnings per share:
Net earnings (loss) attributable to the Company	$	0.55	$	(0.62)
Weighted average diluted shares outstanding (thousands)		158,798		157,571

See accompanying notes.

2

O-I GLASS, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(Unaudited)

	Three months ended
	March 31,
	2022		2021
Net earnings (loss)	$	122	$	(91)
Other comprehensive income (loss):
Foreign currency translation adjustments		135		(85)
Pension and other postretirement benefit adjustments, net of tax		18		20
Change in fair value of derivative instruments, net of tax		3		13
Other comprehensive income (loss)		156		(52)
Total comprehensive income (loss)		278		(143)
Comprehensive income attributable to non-controlling interests		(39)		(2)
Comprehensive income (loss) attributable to the Company	$	239	$	(145)

See accompanying notes.

3

O-I GLASS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)

	March 31,		December 31,		March 31,
	2022		2021		2021
Assets
Current assets:
Cash and cash equivalents	$	519	$	725	$	742
Trade receivables, net of allowance of $30 million, $28 million, and $32 million at March 31, 2022, December 31, 2021 and March 31, 2021		900		692		714
Inventories		837		816		827
Prepaid expenses and other current assets		234		237		203
Assets held for sale				49
Total current assets		2,490		2,519		2,486
Property, plant and equipment, net		2,833		2,817		2,791
Goodwill		1,863		1,840		1,880
Intangibles, net		283		286		310
Other assets		1,408		1,370		1,358
Total assets	$	8,877	$	8,832	$	8,825
Liabilities and Share owners’ equity
Current liabilities:
Accounts payable	$	1,169	$	1,210	$	998
Short-term loans and long-term debt due within one year		67		72		180
Other liabilities		514		551		524
Liabilities held for sale				13
Total current liabilities		1,750		1,846		1,702
Long-term debt		4,621		4,753		5,168
Paddock support agreement liability		625		625		625
Other long-term liabilities		779		781		1,068
Share owners' equity		1,102		827		262
Total liabilities and share owners’ equity	$	8,877	$	8,832	$	8,825

See accompanying notes.

4

O-I GLASS, INC.

CONDENSED CONSOLIDATED CASH FLOWS

(Dollars in millions)

(Unaudited)

	Three months ended March 31,
	2022		2021
Cash flows from operating activities:
Net earnings (loss)	$	122	$	(91)
Non-cash charges
Depreciation and amortization		116		115
Pension expense		8		8
Charge related to Paddock support agreement liability				154
Gain on sale of divested business		(55)
Cash payments
Pension contributions		(6)		(18)
Cash paid for restructuring activities		(4)		(3)
Change in components of working capital		(259)		(229)
Other, net (a)		5		8
Cash utilized in operating activities		(73)		(56)
Cash flows from investing activities:
Cash payments for property, plant and equipment		(96)		(93)
Cash proceeds on disposal of other businesses and misc. assets		96		4
Cash proceeds on sale of ANZ businesses, net of transaction costs				58
Other		(2)
Cash utilized in investing activities		(2)		(31)
Cash flows from financing activities:
Changes in borrowings, net		(112)		290
Payment of finance fees		(20)
Shares repurchased		(10)
Net cash payments for hedging activity		(7)
Issuance of common stock and other		(3)		(2)
Cash provided by (utilized in) financing activities		(152)		288
Effect of exchange rate fluctuations on cash		21		(22)
Change in cash		(206)		179
Cash at beginning of period		725		563
Cash at end of period	$	519	$	742

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

See accompanying notes.

5

O-I GLASS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Tabular data dollars in millions, except per share amounts

1. Segment Information

The Company has 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 remaining businesses in the Asia Pacific region that do not meet the criteria of an individually reportable segment after the sale of the Company’s Australia and New Zealand businesses in 2020. 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 (loss) before interest income, interest expense, and benefit (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 our chief executive officer), uses segment operating profit, in combination with net sales and selected cash flow information, to evaluate performance and to 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 U.S. GAAP and, therefore, does not purport to be an alternative to earnings (loss) before income taxes. Further, the Company's measure of segment operating profit may not be comparable to similarly titled measures of other companies.
​

Financial information for the three months ended March 31, 2022 and 2021 regarding the Company’s reportable segments is as follows:

	Three months ended March 31,
	2022		2021
Net sales:
Americas	$	940	$	837
Europe		708		639
Reportable segment totals		1,648		1,476
Other		44		24
Net sales	$	1,692	$	1,500

	Three months ended March 31,
	2022		2021
Earnings (loss) before income taxes	$	170	$	(65)
Items excluded from segment operating profit:
Retained corporate costs and other		50		35
Gain on sale of divested business		(55)
Charge related to Paddock support agreement liability				154
Interest expense, net		66		51
Segment operating profit	$	231	$	175
Americas		129		100
Europe		102		75
Reportable segment totals	$	231	$	175

6

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

	March 31,		December 31,		March 31,
	2022		2021		2021
Total assets:
Americas	$	5,097	$	4,853	$	4,755
Europe		3,378		3,513		3,536
Reportable segment totals		8,475		8,366		8,291
Other		402		466		534
Consolidated totals	$	8,877	$	8,832	$	8,825

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. 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-month periods ended March 31, 2022 and March 31, 2021, 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 Sheet.

The following tables for the three months ended March 31, 2022 and 2021 disaggregate the Company’s revenue by customer end use:

	Three months ended March 31, 2022
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	575	$	536	$	1,111
Food and other		214		110		324
Non-alcoholic beverages		151		62		213
Reportable segment totals	$	940	$	708	$	1,648
Other						44
Net sales					$	1,692
	Three months ended March 31, 2021
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	502	$	477	$	979
Food and other		209		118		327
Non-alcoholic beverages		126		44		170
Reportable segment totals	$	837	$	639	$	1,476
Other						24
Net sales					$	1,500

7

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 March 31, 2022 and March 31, 2021, the Company reported $900 million and $714 million of accounts receivable, respectively, net of allowances of $30 million and $32 million, respectively. Changes in the allowance were not material for each of the three months ended March 31, 2022 and March 31, 2021.

4. Inventories

Major classes of inventory at March 31, 2022, December 31, 2021 and March 31, 2021 are as follows:

	March 31,		December 31,		March 31,
	2022		2021		2021
Finished goods	$	676	$	659	$	672
Raw materials		121		119		119
Operating supplies		40		38		36
	$	837	$	816	$	827

5. Derivative Instruments

The Company has certain derivative assets and liabilities, which consist of 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. 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. 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.

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 exchange risk.

An unrecognized gain of $1 million at March 31, 2022, an unrecognized gain of $6 million at December 31, 2021 and an unrecognized gain of $10 million at March 31, 2021, related to these cross-currency swaps, was included in Accumulated OCI, and will be reclassified into earnings within the next 12 months.

8

Fair Value Hedges of Foreign Exchange Risk

The Company has fixed interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency.  The Company uses derivatives to manage these exposures and designates these derivatives as fair value hedges of foreign exchange risk. Approximately $5 million of the components were excluded from the assessment of effectiveness and are included in Accumulated OCI at March 31, 2022 and December 31, 2021.

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.

9

Balance Sheet Classification

The following table shows the amount and classification (as noted above) of the Company’s derivatives at March 31, 2022, December 31, 2021 and March 31, 2021:

	Fair Value of						Fair Value of
	Hedge Assets						Hedge Liabilities
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
	2022		2021		2021		2022		2021		2021
Derivatives designated as hedging instruments:
Interest rate swaps - fair value hedges (a)	$		$	4	$	13	$	20	$	2	$
Cash flow hedges of foreign exchange risk (b)				2		8		1		23		67
Fair value hedges of foreign exchange risk (c)		12		9				5
Net investment hedges (d)		2		3		2		15		17		39
Total derivatives accounted for as hedges	$	14	$	18	$	23	$	41	$	42	$	106
Derivatives not designated as hedges:
Foreign exchange derivative contracts (e)		6		1		5				2		3
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109
Current	$	14	$	14	$	18	$	2	$	2	$	9
Noncurrent		6		5		10		39		42		100
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109

(a) The notional amounts of the interest rate swaps designated as fair value hedges were €725 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2024 at March 31, 2022, December 31, 2021 and March 31, 2021.

(b) The notional amounts of the cash flow hedges of foreign exchange risk were 764 million Mexican pesos at March 31, 2022, $422 million at December 31, 2021 and $978 million at March 31, 2021. The maximum maturity dates were in 2022 at March 31, 2022 and in 2023 at December 31, 2021 and March 31, 2021.

(c) The notional amounts of the fair value hedges of foreign exchange risk were $850 million at March 31, 2022 and $400 million at December 31, 2021. The maximum maturity dates were in 2030 at March 31, 2022 and December 31, 2021.

(d) The notional amounts of the net investment hedges were €311 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2027 for March 31, 2022, December 31, 2021 and March 31, 2021.

(e) The notional amounts of the foreign exchange derivative contracts were $446 million, $202 million and $301 million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively. The maximum maturity dates were in 2022 for all three periods.

10

	Gain (Loss) Recognized in OCI (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Three months ended March 31,				Three months ended March 31,
Derivatives designated as hedging instruments:	2022		2021		2022		2021
Cash Flow Hedges
Cash flow hedges of foreign exchange risk (a)	$	13	$	48	$	14	$	49
Net Investment Hedges
Net Investment Hedges (b)		3		15		1		1
	$	16	$	63	$	15	$	50
	Amount of Gain (Loss) Recognized in Other income (expense), net
	Three months ended March 31,
Derivatives not designated as hedges:	2022		2021
Foreign exchange derivative contracts	$	2	$	10
(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) other income (expense), net or (b) interest expense, net.

6. Restructuring Accruals

Selected information related to the restructuring accruals for the three months ended March 31, 2022 and 2021 is as follows:

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2022	$	20	$		$	11	$	31
Net cash paid, principally severance and related benefits		(3)				(1)		(4)
Balance at March 31, 2022	$	17	$	—	$	10	$	27

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2021	$	38	$	—	$	7	$	45
Net cash paid, principally severance and related benefits		(3)						(3)
Other, including foreign exchange translation						1		1
Balance at March 31, 2021	$	35	$	—	$	8	$	43

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 March 31, 2022 and 2021, no major restructuring programs were in effect.

11

7. Pension Benefit Plans

The components of the net periodic pension cost for the three months ended March 31, 2022 and 2021 are as follows:

	U.S.				Non-U.S.
	Three months ended March 31,				Three months ended March 31,
	2022		2021		2022		2021
Service cost	$	3	$	3	$	2	$	3
Interest cost		9		10		6		5
Expected asset return		(15)		(21)		(11)		(11)
Amortization of actuarial loss		11		16		3		3
Net periodic pension cost	$	8	$	8	$	—	$	—

The components of pension expense, other than the service cost component, are included in Other income (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 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, 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, Indonesia, Mexico and Peru. The years under examination range from 2004 through 2020. 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.

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9. Debt

The following table summarizes the long-term debt of the Company at March 31, 2022, December 31, 2021, and March 31, 2021:

	March 31,		December 31,		March 31,
	2022		2021		2021
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	100	$	—	$	—
Term Loans:
Term Loan A		946
Previous Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans						292
Term Loans:
Term Loan A				923		1,068
Other secured debt						110
Senior Notes:
4.00%, due 2023						308
5.875%, due 2023		547		695		692
3.125%, due 2024 (€725 million)		793		826		866
6.375%, due 2025		297		297		296
5.375%, due 2025		298		298		298
2.875%, due 2025 (€500 million)		553		561		579
6.625%, due 2027		606		693		692
4.750%, due 2030		395		395
Finance leases		108		98		102
Other		4		5		6
Total long-term debt		4,647		4,791		5,309
Less amounts due within one year		26		38		141
Long-term debt	$	4,621	$	4,753	$	5,168

The Company presents debt issuance costs in the Condensed Consolidated Balance Sheet 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 “Agreement”), which refinances in full the previous credit agreement (the “Previous Agreement”). The Agreement provides 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 allows for a one-time borrowing of up to $600 million, the proceeds of which, if borrowed, will be used, in addition to other consideration paid by the Company and/or its subsidiaries, to directly or indirectly fund a trust to be established in connection with the plan of reorganization proposed by Paddock Enterprises, LLC (“Paddock”) and certain other parties in Paddock’s Chapter 11 case (see Note 10 for more information). The term loans mature, and the revolving credit facilities terminate, in March 2027. The delayed draw term loan, if borrowed, matures in December 2023. The Company recorded approximately $2 million of additional interest charges for third-party fees and the write-off of unamortized fees related to the Agreement in the first quarter of 2022.

At March 31, 2022, the Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $950 million in term loan A facilities ($946 million outstanding balance at March 31, 2022, net of debt issuance costs). At March 31, 2022, the Company had unused credit of $1,140 million available under the Agreement. The weighted average interest rate on borrowings outstanding under the Agreement at March 31, 2022 was 2.12%.

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The 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 Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio (as defined in the 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 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 Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Agreement. In such an event, the Company could not request borrowings under the revolving facilities, and all amounts outstanding under the 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 Agreement. If an event of default occurs under the Agreement and the lenders cause all of the outstanding debt obligations under the 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 March 31, 2022, the Company was in compliance with all covenants and restrictions in the Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Agreement) determines pricing under the Agreement. The interest rate on borrowings under the 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 Agreement), plus an applicable margin. The applicable margin is linked to the Total Leverage Ratio. The margins range from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. 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 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 Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Agreement are guaranteed by certain foreign subsidiaries of the Company.

On February 10, 2022, the Company announced the commencement, by an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash up to $250.0 million aggregate purchase price of its outstanding (i) 5.875% Senior Notes due 2023, (ii) 5.375% Senior Notes due 2025, (iii) 6.375% Senior Notes due 2025 and (iv) 6.625% Senior Notes due 2027. On February 28, 2022, the Company repurchased $150.0 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023 and $88.2 million aggregate principal amount of the outstanding 6.625% Senior Notes due 2027. Following the repurchase, $550.0 million and $611.8 million aggregate principal amounts of the 5.875% Senior Notes due 2023 and 6.625% Senior Notes due 2027, respectively, remained outstanding. The repurchases were funded with cash on hand. The Company recorded approximately $16 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to the senior note repurchases conducted in the first quarter of 2022.

In November 2021, the Company issued $400 million aggregate principal amount of senior notes. The senior notes bear interest at a rate of 4.75% per annum and mature on February 15, 2030. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s domestic subsidiaries. The net proceeds, after deducting debt issuance costs, totaled approximately $395 million and, together with cash on hand, were used to redeem the $310

14

million aggregate principal amount of the Company’s outstanding 4.00% Senior Notes due 2023 and approximately $128 million of term loan A borrowings under the Previous Agreement. The Company recorded approximately $13 million of additional interest charges for note repurchase premiums and write-off of unamortized finance fees related to these redemptions.

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 March 31, 2022 of the Company’s significant fixed rate debt obligations are as follows:

	Principal		Indicated Market
	Amount		Price		Fair Value
Senior Notes:
5.875%, due 2023	$	550	$	102.20	$	562
3.125%, due 2024 (€725 million)		809		99.83		808
6.375%, due 2025		300		101.91		306
5.375%, due 2025		300		100.21		301
2.875%, due 2025 (€500 million)		558		98.26		548
6.625%, due 2027		612		99.81		611
4.750%, due 2030		400		92.68		371

10. Contingencies

Asbestos

From 1948 to 1958, one of the Company's former business units commercially produced and sold approximately $40 million of a high-temperature, calcium-silicate based pipe and block insulation material containing asbestos. The Company sold its insulation business unit in April 1958. The Company historically received claims from individuals alleging bodily injury and death as a result of exposure to asbestos from this product (“Asbestos Claims”). Some Asbestos Claims were brought as personal injury lawsuits that typically allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages.

Predominantly, however, Asbestos Claims were historically presented to the Company under administrative claims-handling agreements, which the Company had in place with many plaintiffs’ counsel throughout the country (“Administrative Claims”). Administrative Claims required evaluation and negotiation regarding whether particular claimants qualify under the criteria established by the related claims-handling agreements. The criteria for Administrative Claims included verification of a compensable illness and a reasonable probability of exposure to a product manufactured by the Company's former business unit during its manufacturing period ending in 1958. Plaintiffs’ counsel presented, and the Company negotiated, Administrative Claims under these various agreements in differing quantities, at different times, and under a variety of conditions.

On December 26 and 27, 2019, the Company implemented the Corporate Modernization, whereby O-I Glass became the new parent entity with Owens-Illinois Group, Inc. (“O-I Group”) and Paddock as direct, wholly owned subsidiaries, with Paddock as the successor-by-merger to O-I. The Company’s legacy asbestos-related liabilities

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remained within Paddock, with the Company’s glass-making operations remaining under O-I Group. As part of the Corporate Modernization transactions, O-I Glass entered into a support agreement with Paddock that requires O-I Glass to provide funding to Paddock for all permitted uses, subject to the terms of the support agreement. The key objectives of the Paddock support agreement are to ensure that Paddock has the ability to fund the costs and expenses of managing the Chapter 11 process, and ultimately settle Asbestos Claims through the establishment of a trust as described below and fund certain other liabilities.

On January 6, 2020 (the “Petition Date”), Paddock voluntarily filed for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to equitably and finally resolve all of its current and future Asbestos Claims (as defined herein). O-I Glass and O-I Group were not included in the Chapter 11 filing. As a result of the initiation of the Chapter 11 proceeding, Paddock continues to operate in the ordinary course and with court protection from Asbestos Claims by operation of the automatic stay in Paddock’s Chapter 11 filing, which stays ongoing litigation and submission of claims against Paddock outside the Bankruptcy Court as of the Petition Date and defers the payment of Paddock’s outstanding obligations on account of settled or otherwise determined lawsuits and claims. The bankruptcy process is expected to provide a centralized forum to resolve presently pending and anticipated future lawsuits and claims associated with asbestos. Paddock’s ultimate goal in its Chapter 11 case is to confirm a plan of reorganization under section 524(g) of the Bankruptcy Code and utilize this specialized provision to establish a trust that will address all current and future Asbestos Claims and that, in exchange for funding of the trust by the Company and/or its subsidiaries, will provide permanent injunctive relief, protecting the Company, each of its current and former affiliates and certain other related parties (the “Company Protected Parties”) from any Asbestos Claims based on products manufactured, sold, used, and/or distributed by Owens-Illinois, Inc.

Following the Petition Date, the activities of Paddock became subject to review and oversight by the Bankruptcy Court. As a result, the Company no longer has exclusive control over Paddock’s activities during the Chapter 11 proceedings. Therefore, Paddock was deconsolidated as of the Petition Date, and its assets and liabilities, which primarily included $47 million of cash, the legacy asbestos-related liabilities, as well as certain other assets and liabilities as of the Petition Date, were derecognized from the Company’s consolidated financial statements on a prospective basis. Simultaneously, the Company recognized a liability related to the Paddock support agreement, as described above, of $471 million as required under applicable accounting standards. The deconsolidation and Paddock support agreement resulted in a loss of approximately $14 million, which was reflected as a charge in the Company’s first quarter 2020 operating results. Additionally, the deconsolidation resulted in an investing outflow of $47 million in the Company’s first quarter 2020 consolidated cash flows.

On February 23, 2021, Paddock and O-I Glass commenced a court-approved mediation process regarding the terms of a potential consensual plan of reorganization pursuant to section 524(g) of the Bankruptcy Code with the Official Committee of Asbestos Personal Injury Claimants (the “ACC” or “Asbestos Claimants Committee”) appointed in the Paddock Chapter 11 case as the representative of current Paddock asbestos claimants, and the Legal Representative of Future Asbestos Claimants (the “FCR” or “Future Claimants’ Representative”) appointed in the Paddock Chapter 11 case as the representative of future Paddock asbestos claimants. On April 26, 2021, the Company announced that Paddock, the ACC and the FCR reached an agreement in principle, supported by O-I Glass, by accepting a proposal from the mediators setting forth total consideration to fund a trust created under section 524(g) of the Bankruptcy Code upon the effective date of a consensual plan of reorganization for Paddock.

This agreement in principle, which is subject to definitive documentation and satisfaction of certain conditions, will resolve the potential liability of Paddock and the Company Protected Parties for pending and future personal injury claims related to exposure to asbestos-containing products that were allegedly manufactured, distributed, used and/or sold by Owens-Illinois, Inc. Under the Plan (as defined herein), which will implement the agreement in principle, an asbestos settlement trust (the “Paddock Trust”) created pursuant to the provisions of section 524(g) of the Bankruptcy Code will be established and, on the effective date of the Plan, will be funded with $610 million in total consideration (“Settlement Consideration”). In exchange for the Settlement Consideration, each of the Company Protected Parties is expected to receive the benefit of a release from Paddock, and Paddock and the Company Protected Parties will receive the benefit of an injunction under section 524(g) of the Bankruptcy Code channeling Asbestos Claims to the Paddock Trust and permanently enjoining the assertion of Asbestos Claims against Paddock and the Company Protected Parties.

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The agreement in principle is subject to, among other things, finalization of certain documentation necessary to implement the Plan, acceptance of the Plan by at least 75% of Paddock’s current asbestos claimants voting on such Plan, and confirmation of the Plan by the Bankruptcy Court and approval of the injunction in favor of Paddock and the Company Protected Parties by the United States District Court for the District of Delaware (“District Court”). On the effective date of the Plan, the Settlement Consideration will be provided and Asbestos Claims against Paddock and the Company Protected Parties will be permanently enjoined.

In connection with the agreement in principle, the Company recorded a charge of $154 million related to its potential liability under the Paddock support agreement as a recognizable subsequent event in the Company’s consolidated results of operations for the quarter ended March 31, 2021, primarily related to an increase to Paddock’s asbestos reserve estimate in consideration for the channeling injunction to be included in the Plan protecting Company Protected Parties from Asbestos Claims, as well as certain other adjustments to Paddock’s assets and liabilities, including estimated professional fees and expenses to be incurred in confirming and implementing the Plan. This charge was recorded to Other income (expense), net on the Consolidated Results of Operations.

On January 12, 2022, Paddock, O-I Glass, the Future Claimants’ Representative and the Asbestos Claimants’ Committee (collectively, the “Plan Proponents”) jointly filed the Plan of Reorganization for Paddock Enterprises, LLC Under Chapter 11 of the Bankruptcy Code, dated January 12, 2022 (including any supplements and exhibits thereto, either in its present form or as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Plan”). Amended versions of the Plan were subsequently filed on February 14, 2022 and April 1, 2022. The Plan incorporates the agreement in principle described herein and thereby provides for a resolution of Asbestos Claims, a resolution of (and a release in favor of the Company and its affiliates for) all claims arising out of the Corporate Modernization and provides that upon the funding of the Settlement Consideration (and other consideration to be provided under the Plan by the Company), all obligations owed under the support agreement shall terminate.

In connection with the Plan, the Plan Proponents also filed the Disclosure Statement for Plan of Reorganization for Paddock Enterprises, LLC Under Chapter 11 of the Bankruptcy Code, dated January 12, 2022 (including any supplements and exhibits thereto, either in its present form or as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Disclosure Statement”). The Disclosure Statement was subsequently amended on February 14, 2022. The Bankruptcy Court held a hearing to consider approval of the Disclosure Statement on February 16, 2022. On February 17, 2022, the Bankruptcy Court entered an order approving, among other things, the Disclosure Statement and the procedures for soliciting votes on the Plan.

On February 23, 2022, consistent with the Bankruptcy Court’s order, Paddock directed Prime Clerk LLC, the claims agent in Paddock’s Chapter 11 case, to distribute solicitation packages to holders of Asbestos Claims eligible to vote to accept or reject the Plan. Holders of Asbestos Claims (or their attorneys) that are entitled to vote to accept or reject the Plan were required to submit their ballots on or before April 8, 2022 at 4:00 p.m. (Prevailing Eastern Time) in order for their votes to be counted. On April 25, 2022, Paddock reported the results of the votes on the Plan. As detailed in the report filed with the Bankruptcy Court, more than 99% in number and 99% in amount of asbestos claimants who voted on the Plan have voted to accept the Plan, and as such, the Plan has been accepted by current asbestos claimants in the requisite percentages required by the Bankruptcy Code. The Plan is currently pending approval by the Bankruptcy Court. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan for May 16, 2022 at 10:00 a.m. (Prevailing Eastern Time). If the Bankruptcy Court approves the Plan, the confirmation must be affirmed by the District Court prior to the Plan’s effectiveness.

Several risks and uncertainties remain related to Paddock’s Chapter 11 case that could have a material adverse effect on the Company’s business, consolidated financial condition, results of operations and cash flows, including the total costs of the Chapter 11 proceeding, and the length of time necessary to confirm the Plan, and the possibility that Paddock will be unsuccessful in confirming such Plan or that such Plan does not ultimately become effective. The Paddock support agreement liability of $625 million recorded on the Company’s March 31, 2022 Condensed Consolidated Balance Sheet as required under applicable accounting standards is the Company’s best estimate based on the facts and circumstances that exist at the filing date of this Quarterly Report on Form 10-Q.

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Prior to the Petition Date, the Company knew of approximately 850-900 asbestos personal injury lawsuits pending. This figure does not include an estimate of potential Administrative Claims that could have been presented under a claims-handling agreement due to the uncertainties around presentation timing, quantities, or qualification rates. The Company historically considered Administrative Claims to be filed and disposed of when they were accepted for payment.

The lack of uniform rules in lawsuit pleading practice, technical pleading requirements in some jurisdictions, local rules, and other factors caused considerable variation in the specific amounts of monetary damages asserted in lawsuits brought prior to the Petition Date. In the Company’s experience, the monetary relief alleged in a lawsuit bore little relationship to an Asbestos Claim’s merits or its disposition value. Rather, several variables, including, but not limited to, the type and severity of the asbestos disease, medical history, and exposure to other disease-causing agents; the product identification evidence against the Company and other co-defendants; the defenses available to the Company and other co-defendants; the specific jurisdiction in which the claim was made; the applicable law; and the law firm representing the claimant, affected the value.

The Company was also a defendant in other Asbestos Claims involving maritime workers, medical monitoring, co-defendants’ third-party actions, and property damage allegations. Based upon its experience, the Company assessed that these categories of Asbestos Claims would not involve any material liability. Therefore, they were not included in the description of pending or disposed matters.

From receipt of its first Asbestos Claim to the Petition Date, the Company in the aggregate disposed of approximately 401,200 Asbestos Claims at an average indemnity payment of approximately $10,200 per claim. The Company’s asbestos indemnity payments varied on a per-claim basis. Asbestos-related cash payments for 2019 were $151 million and the Company’s cash payments per claim disposed (inclusive of legal costs) were approximately $129,000 for the year ended December 31, 2019.

Prior to the Petition Date, the Company’s objective was historically to achieve, where possible, resolution of Asbestos Claims pursuant to claims-handling agreements. Failure of claimants to meet certain medical and product exposure criteria in claims-handling agreements generally reduced the number of claims that would otherwise have been received by the Company in the tort system. In addition, changes in jurisdictional dynamics, legislative acts, asbestos docket management and procedures, the substantive law, the co-defendant pool, and other external factors affected lawsuit volume, claim volume, qualification rates, claim values, and related matters. Collectively, these variables generally had the effect of increasing the Company’s per-claim average indemnity payment over time.

Beginning with the initial liability of $975 million established in 1993, the Company has accrued a total of approximately $5.0 billion through just prior to the Petition Date, before insurance recoveries, for its asbestos-related liability. The Company’s estimates of its liability were significantly affected by, among other factors, the volatility of asbestos-related litigation in the United States, the significant number of co-defendants that filed for bankruptcy, changes in mortality rates, the inherent uncertainty of future disease incidence and claiming patterns against the Company, the significant expansion of the types of defendants sued in this litigation, and changes in the extent to which such defendants participated in the resolution of cases in which the Company was also a defendant.

Prior to the Petition Date, the Company continually monitored trends that could affect its ultimate liability and analyzed the developments and variables likely to affect the resolution of Asbestos Claims. The material components of the Company’s total accrued liability were determined by the Company in connection with its annual comprehensive legal review and consisted of the following estimates, to the extent it was probable that such liabilities had been incurred and could be reasonably estimated: (i) the liability for Asbestos Claims already asserted against the Company; (ii) the liability for Asbestos Claims not yet asserted against the Company; and (iii) the legal defense costs estimated to be incurred in connection with the Asbestos Claims already asserted and those Asbestos Claims the Company believed would be asserted.

Through December 31, 2019, the Company historically conducted an annual comprehensive legal review of its asbestos-related liabilities and costs in connection with finalizing and reporting its annual consolidated results of operations, unless significant changes in trends or new developments warranted an earlier review. As part of its annual

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comprehensive legal review, the Company provided historical Asbestos Claims data to a third party with expertise in determining the impact of disease incidence and mortality on future filing trends to develop information to assist the Company in estimating the total number of future Asbestos Claims likely to be asserted against the Company. The Company used this estimate, along with an estimation of disposition costs and related legal costs, as inputs to develop its best estimate of its total probable liability. If the results of the annual comprehensive legal review indicated that the existing amount of the accrued liability was lower (higher) than its reasonably estimable asbestos-related costs, then the Company recorded an appropriate charge (credit) to the Company’s results of operations to increase (decrease) the accrued liability.

The significant assumptions underlying the material components of the Company’s accrual historically were:

a) settlements would continue to be limited almost exclusively to claimants who were exposed to the Company’s asbestos containing insulation prior to its exit from that business in 1958;

b) Asbestos Claims would continue to be resolved primarily under the Company’s administrative claims-handling agreements or on terms comparable to those set forth in those agreements;

c) the incidence of serious asbestos-related disease cases and claiming patterns against the Company for such cases would not change materially, including claiming pattern changes driven by changes in the law, procedure, or expansion of judicial resources in jurisdictions where the Company settled Asbestos Claims;

d) the Company would be substantially able to defend itself successfully at trial and on appeal;

e) the number and timing of additional co-defendant bankruptcies would not change significantly the assets available to participate in the resolution of cases in which the Company is a defendant; and

f) co-defendants with substantial resources and assets would continue to participate significantly in the resolution of future Asbestos Claims.

For the year ended December 31, 2019, the Company concluded that an accrual in the amount of $486 million was required under applicable accounting standards. This amount was not discounted for the time value of money. The Company’s comprehensive legal review resulted in a charge of $35 million for the year ended December 31, 2019. As previously disclosed, the Company anticipated that adjustments to its asbestos-related accruals were possible given the inherent uncertainties involved in asbestos litigation. In the fourth quarter of 2019, this charge was primarily due to an increase in the estimated average disposition cost per claim (including related legal costs), driven primarily by a changing litigation environment more favorable to plaintiffs, and a decrease in the estimated number of claims likely to be asserted against the Company in the future that was less than the decrease expected by the Company.

Other Matters

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.

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11. Share Owners’ Equity

The activity in share owners’ equity for the three months ended March 31, 2022 and 2021 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, 2022	$	2	$	3,090		(701)	$	301	$	(1,972)	$	107	$	827
Reissuance of common stock (0.2 million shares)				(2)		5								3
Shares repurchased (0.8 million shares)				(10)										(10)
Stock compensation (0.4 million shares)				7										7
Net earnings								88				34		122
Other comprehensive income										151		5		156
Other						(3)								(3)
Balance on March 31, 2022	$	2	$	3,085	$	(699)	$	389	$	(1,821)	$	146	$	1,102

	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, 2021	$	2	$	3,129	$	(714)	$	152	$	(2,272)	$	104	$	401
Reissuance of common stock (0.2 million shares)				(2)		4								2
Stock compensation (0.3 million shares)				4										4
Net loss								(97)				6		(91)
Other comprehensive loss										(48)		(4)		(52)
Other				19		(2)		(19)						(2)
Balance on March 31, 2021	$	2	$	3,150	$	(712)	$	36	$	(2,320)	$	106	$	262

During the three months ended March 31, 2022 the Company purchased 764,501 shares of its common stock for approximately $10 million. The share purchases were pursuant to a $150 million anti-dilutive share repurchase program authorized by the Company’s Board of Directors that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. Approximately $100 million remained available for purchases under this program as of March 31, 2022.

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)
	March 31,	December 31,	March 31,
	2022	2021	2021
Shares of common stock issued (including treasury shares)	187,617	187,752	189,796
Treasury shares	31,401	31,397	31,884

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12. Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021 is as follows:

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2022	$	(1,290)	$	(21)		$	(661)		$	(1,972)
Change before reclassifications		130		18			(2)			146
Amounts reclassified from accumulated other comprehensive loss				(15)	(a)		14	(b)		(1)
Translation effect							6			6
Other comprehensive income (loss) attributable to the Company		130		3			18			151
Balance on March 31, 2022	$	(1,160)	$	(18)		$	(643)		$	(1,821)

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2021	$	(1,229)	$	(60)		$	(983)		$	(2,272)
Change before reclassifications		(81)		63			3			(15)
Amounts reclassified from accumulated other comprehensive income (loss)				(50)	(a)		19	(b)		(31)
Translation effect							(2)			(2)
Other comprehensive income (loss) attributable to the Company		(81)		13			20			(48)
Balance on March 31, 2021	$	(1,310)	$	(47)		$	(963)		$	(2,320)

(a) Amount is recorded to Other income (expense), net and interest expense, net on the Condensed Consolidated Results of Operations (see Note 5 for additional information).

(b) Amount is included in the computation of net periodic pension cost (see Note 7 for additional information) and net post-retirement benefit cost.

13. Other Income (Expense), Net

Other income (expense), net for the three months ended March 31, 2022 and 2021 included the following:

	Three months ended March 31,
	2022		2021
Gain on sale of divested business (see Note 18)	$	55	$
Charge related to Paddock support agreement liability (see Note 10)				(154)
Intangible amortization expense		(8)		(9)
Foreign currency exchange loss				(2)
Royalty income		6		5
Other		(2)		4
Other income (expense), net	$	51	$	(156)

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14. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022		2021
Numerator:
Net earnings (loss) attributable to the Company	$	88	$	(97)
Denominator (in thousands):
Denominator for basic earnings per share-weighted average shares outstanding		155,849		157,571
Effect of dilutive securities:
Stock options and other		2,949
Denominator for diluted earnings per share-adjusted weighted average shares outstanding		158,798		157,571
Basic earnings per share:
Net earnings (loss) attributable to the Company	$	0.56	$	(0.62)
Diluted earnings per share:
Net earnings (loss) attributable to the Company	$	0.55	$	(0.62)

The diluted earnings per share computation for the three months ended March 31, 2022 and 2021 excludes 1,576,542 and 1,890,075 weighted average shares of common stock, respectively, due to their antidilutive effect, which includes options to purchase, unvested restricted stock units and performance vested restricted share units. Options to purchase shares were excluded because the exercise prices of the options were greater than the average market price of the shares of common stock.

15. Supplemental Cash Flow Information

Income taxes paid in cash were as follows:

	Three months ended March 31,
	2022		2021
U.S.	$	2	$	—
Non-U.S.		21		10
Total income taxes paid in cash	$	23	$	10

Interest paid, including note repurchase premiums, in cash for the three months ended March 31, 2022 and 2021 was $64 million and $49 million, respectively. Cash interest for the three months ended March 31, 2022 included $12 million of note repurchase premiums.

The Company uses various factoring programs to sell certain receivables to financial institutions as part of managing its cash flows. At March 31, 2022, December 31, 2021 and March 31, 2021, the amount of receivables sold by the Company was $461 million, $481 million and $444 million, respectively. These amounts included $155 million, $180 million and $186 million at March 31, 2022, December 31, 2021, and March 31, 2021, respectively, for trade receivable amounts factored under supply chain financing programs linked to commercial arrangements with key customers. For the three months ended March 31, 2022, the Company’s use of its factoring programs resulted in a decrease to cash from operating activities of $20 million compared to an increase to cash from operating activities of $8 million for the same quarter in 2021. For the three months ended March 31, 2022 and 2021, the Company recorded expenses related to these factoring programs of approximately $1 million and $1 million, respectively, as interest expense.
​

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16. New Accounting Pronouncement

Effects of Reference Rate Reform on Financial Reporting - In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which allows for elective contract modification guidance for contracts or other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform. The Company adopted ASU No. 2020-04 effective July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated balance sheet, consolidated results of operations or consolidated cash flows. As of March 31, 2022, no material portions of the Company’s debt reference LIBOR.

17. COVID-19 Impacts

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic and recommended containment and mitigation measures. The Company is actively monitoring the impact of the COVID-19 pandemic, which negatively impacted its business in 2020 and, to a lesser extent, in 2021 and the first three months of 2022 and may negatively impact its business and results of operations in the future.  

The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company and the uncertain future impacts of the COVID-19 pandemic and related economic disruptions. The extent to which the COVID-19 pandemic and related economic disruptions impact the Company’s business and financial results will depend on future developments including, but not limited to, the continued spread, duration and severity of the COVID-19 pandemic; the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks after the initial outbreak has subsided; the actions taken by the U.S. and foreign governments to contain the COVID-19 pandemic, address its impact or respond to the reduction in global and local economic activity; the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event; the impact of the developments described above on its customers and suppliers; and how quickly and to what extent normal economic and operating conditions can resume. The accounting matters assessed included, but were not limited to:

• allowance for doubtful accounts and credit losses;

• carrying value of inventory; and

• the carrying value of goodwill and other long-lived assets.

There was not a material impact to the above estimates in the Company’s Condensed Consolidated Financial Statements for the three-month period ended March 31, 2022 or March 31, 2021. The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s Condensed Consolidated Financial Statements in future reporting periods.

18. Divestitures

In March 2022, the Company completed the sale of its Cristar TableTop S.A.S. (“Cristar”) business to Vidros Colombia S.A.S, an affiliate of Nadir Figueiredo S.A., a glass tableware producer based in Brazil. Gross proceeds received were approximately $96 million and the related pretax gain recorded was approximately $55 million (approximately $16 million after tax and non-controlling interest) in the first quarter of 2022. The pretax gain was recorded to Other income (expense), net on the Condensed Consolidated Results of Operations.

In January 2021, the Company completed the sale of its plant in Argentina. Gross proceeds were approximately $10 million, and the gain on the sale was not material.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it continues to impact the United States and other countries across the world. To limit the spread of COVID-19, governments have taken various actions, including the issuance of stay-at-home orders and social distancing guidelines. As a result, many businesses have adjusted, reduced or suspended operating activities, either due to requirements under government orders or as a result of a reduction in demand for many products from direct or ultimate customers. Fortunately, the manufacture of glass containers has been largely viewed as essential to the important food and beverage value chain in the countries in which the Company operates. However, the Company is still impacted by broader supply chain issues and, in some cases, certain end use categories that it serves are not deemed essential. While the Company’s plants continued to operate as essential businesses, some plants suspended operations or cut back on shifts for a portion of 2020 due to government actions to address COVID-19. Additional suspensions and cutbacks may occur as the impacts from COVID-19 and related responses continue to develop.

The following discussion describes the Company’s consolidated results of operations for the three months ended March 31, 2022. The COVID-19 pandemic impacted the Company’s shipment and production levels in 2020 and, to a lesser extent, 2021 and the first three months of 2022. The Company is actively monitoring the continued impact of the pandemic, which could negatively impact its business, results of operations, cash flows and financial position beyond the first quarter of 2022.

Financial information for the three months ended March 31, 2022 and 2021 regarding the Company’s reportable segments is as follows (dollars in millions):

	Three months ended
	March 31,
	2022		2021
Net Sales:
Americas	$	940	$	837
Europe		708		639
Reportable segment totals		1,648		1,476
Other		44		24
Net Sales	$	1,692	$	1,500

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	Three months ended
	March 31,
	2022		2021
Net earnings (loss) attributable to the Company	$	88	$	(97)
Net earnings attributable to non-controlling interests		34		6
Net earnings (loss)		122		(91)
Provision for income taxes		48		26
Earnings (loss) before income taxes		170		(65)
Items excluded from segment operating profit:
Retained corporate costs and other		50		35
Gain on sale of divested business		(55)
Charge related to Paddock support agreement liability				154
Interest expense, net		66		51
Segment operating profit	$	231	$	175
Americas		129		100
Europe		102		75
Reportable segment totals	$	231	$	175

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

Executive Overview — Quarters ended March 31, 2022 and 2021

Net sales in the first quarter of 2022 were $192 million, or approximately 13%, higher than in the same quarter in 2021 primarily due to higher prices and stronger shipments than the prior year period, which was more significantly impacted by COVID-19 and the impact of severe weather in the Americas. Net sales were negatively impacted by the unfavorable effects of changes in foreign currency exchange rates and the sale of the Company’s glass tableware business in Colombia on March 1, 2022.

Earnings before income taxes were $235 million higher in the first quarter of 2022 compared to the same period in the prior year. This increase was due to higher segment operating profit, the gain on the sale of the Company’s glass tableware business in Colombia in the first quarter of 2022 and the non-recurrence of the Paddock-related charge in the first quarter of 2021, partially offset by higher retained corporate and other costs and higher interest expense, net in the first quarter of 2022 compared to the same period in the prior year.

Segment operating profit for reportable segments in the first quarter of 2022 was $56 million higher compared to the first quarter of 2021, primarily due to higher sales and production levels, strong operating performance, benefits from margin expansion initiatives, higher net prices and the non-recurrence of severe weather that impacted the Americas in the first quarter of 2021, slightly offset by higher logistics costs and elevated engineering project activity.

On April 26, 2021, the Company announced that its subsidiary, Paddock Enterprises, LLC (“Paddock”), had reached an agreement in principle to accept the terms of a mediator’s proposal regarding a consensual plan of reorganization in Paddock’s Chapter 11 bankruptcy case. The agreement in principle provides for total consideration of $610 million to fund the Paddock Trust (as defined in Note 10 to the Condensed Consolidated Financial Statements). The Company recorded a charge of $154 million related to its potential liability under the Paddock support agreement during the first fiscal quarter of 2021 primarily related to an increase to Paddock’s asbestos reserve estimate in consideration for the channeling injunction to be included in the Plan (as defined in Note 10 to the Condensed Consolidated Financial Statements) protecting the Company and its affiliates from Asbestos Claims (as defined in Note 10 to the Condensed Consolidated Financial Statements).

Net interest expense for the first quarter of 2022 increased $15 million compared to the first quarter of 2021, primarily due to higher note repurchase premiums and refinancing fees and charges, partially offset by lower debt levels than in the first quarter of 2021.

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For the first quarter of 2022, the Company recorded net earnings attributable to the Company of $88 million, or $0.55 per share (diluted), compared to a net loss attributable to the Company of $97 million, or $0.62 per share, in the first quarter of 2021. As discussed below, net earnings (loss) in both periods included items that management considers not representative of ongoing operations and other adjustments. These items decreased net earnings attributable to the Company by $2 million, or $0.01 per share, in the first quarter of 2022 and decreased net loss attributable to the Company by $154 million, or $0.97 per share, in the first quarter of 2021.

Results of Operations — First Quarter of 2022 Compared with First Quarter of 2021

Net Sales

The Company’s net sales in the first quarter of 2022 were $1,692 million compared with $1,500 million for the first quarter of 2021, an increase of $192 million, or approximately 13%. Glass container shipments, in tons, were up approximately 6.4% in the first quarter of 2022, increasing net sales by approximately $73 million compared to the same period in 2021, which was more significantly impacted by COVID-19 and the impact of severe weather in the Americas. Higher selling prices increased net sales by $140 million in the first quarter of 2022, driven by higher cost inflation. Unfavorable foreign currency exchange rates decreased net sales by $37 million in the first quarter of 2022 compared to the prior year quarter, primarily driven by the weakening of the Euro compared to the U.S. dollar. The non-recurrence of the shipments related to the divestiture of the Company’s glass tableware business in Colombia on March 1, 2022 reduced net sales by approximately $4 million in the first quarter of 2022. Other sales were approximately $20 million higher in the first quarter of 2022 than the same period in the prior year driven by higher machine parts sales to third parties.

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

Reportable segment net sales - 2021			$	1,476
Price	$	140
Sales volume and mix		73
Effects of changing foreign currency rates		(37)
Divestitures		(4)
Total effect on reportable segment net sales				172
Reportable segment net sales - 2022			$	1,648

Americas: Net sales in the Americas in the first quarter of 2022 were $940 million compared to $837 million for the first quarter of 2021, an increase of $103 million, or approximately 12%. Higher selling prices in the region increased net sales by $80 million in the first quarter of 2022, driven by higher cost inflation. Glass container shipments in the region were up approximately 3.1% in the first quarter of 2022 compared to the prior year first quarter, which was more significantly impacted by COVID-19 and the impact of severe weather that affected the southern United States and Mexico. These higher shipment levels increased net sales by approximately $22 million in the first quarter of 2022 and more than offset choppy demand patterns and ongoing supply chain challenges, which are expected to continue in 2022. The divestiture of the glass tableware business in Colombia reduced net sales by approximately $4 million in the first quarter of 2022 compared to the same period in the prior year.

The favorable effects of foreign currency exchange rate changes increased net sales by $5 million in the first quarter of 2022 compared to the same period in 2021 as the Brazilian real and Mexican peso strengthened in relation to the U.S. dollar.

Europe: Net sales in Europe in the first quarter of 2022 were $708 million compared to $639 million for the first quarter of 2021, an increase of $69 million, or approximately 11%. Glass container shipments in the first quarter of 2022 were up approximately 9.9%, increasing net sales by approximately $51 million, compared to the first quarter of 2021, driven by stronger shipments to wine and spirits customers. Higher selling prices in Europe increased net sales by $60 million in the first quarter of 2022, driven by cost inflation. Unfavorable foreign currency exchange rates decreased the region’s net sales by approximately $42 million in the first quarter of 2022 as the Euro weakened in relation to the U.S. dollar.

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Earnings (loss) before Income Taxes and Segment Operating Profit

Earnings before income taxes were $170 million in the first quarter of 2022 compared to a loss before income taxes of $65 million in the first quarter of 2021, an increase of $235 million. This increase was due to higher segment operating profit, the gain on the sale of the Company’s glass tableware business in Colombia in the first quarter of 2022 and the non-recurrence of the Paddock-related charge in the first quarter of 2021, partially offset by higher retained corporate and other costs and higher interest expense, net in the first quarter of 2022 compared to the same period in the prior year.

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

Segment operating profit of reportable segments in the first quarter of 2022 was $231 million, compared to $175 million in the first quarter of 2021, an increase of $56 million, or approximately 32%. This increase was primarily due to higher sales and production levels, strong operating performance, benefits from the Company’s margin expansion initiatives, higher net prices and the non-recurrence of severe weather that impacted the Americas in the first quarter of 2021, slightly offset by higher logistics costs and elevated engineering project activity.

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

Reportable segment operating profit - 2021			$	175
Net price (net of cost inflation)	$	15
Sales volume and mix		17
Operating costs		26
Effects of changing foreign currency rates		1
Divestitures		(3)
Total net effect on reportable segment operating profit				56
Reportable segment operating profit - 2022			$	231

Americas: Segment operating profit in the Americas in the first quarter of 2022 was $129 million compared to $100 million in the first quarter of 2021, an increase of $29 million, or 29%. The impact of higher sales discussed above increased segment operating profit by $3 million. Selling prices exceeded cost inflation resulting in a net $12 million increase to segment operating profit in the first quarter of 2022. Operating costs in the first quarter of 2022 were $11 million lower than in the prior year quarter, which improved segment operating profit, and included benefits from the region’s margin expansion initiatives and higher production volumes. The effects of foreign currency exchange rates increased segment operating profit by $4 million in the current year period.

Included in the above discussion of the factors impacting results, the region’s results for the first quarter of 2022 benefited from the non-recurrence of severe weather that occurred in February of 2021, which negatively impacted first quarter 2021 results by approximately $40 million, primarily due to surcharges for usage or excess usage of electricity and natural gas, lost production downtime, lost sales and the cost of incremental repairs. 

In March 2022, the Company completed the sale of its Cristar glass tableware business in Colombia. This divestiture is part of the Company’s portfolio optimization program to divest non-core assets and decapitalize the business through several sale-leaseback transactions and redeploy the proceeds to help fund attractive growth opportunities, which primarily include capital expenditures related to expansion projects and investments in the Company’s MAGMA innovation, as well as to reduce debt. The divestiture of the Cristar glass tableware business in Colombia in the first quarter of 2022 reduced segment operating profit by approximately $1 million compared to the same period in the prior year.

Europe: Segment operating profit in Europe in the first quarter of 2022 was $102 million compared to $75 million in the first quarter of 2021, an increase of $27 million, or 36%. The impact of higher shipments discussed above increased segment operating profit by $14 million. Higher production volumes and benefits from margin expansion initiatives and cost control measures reduced the region’s operating costs and increased segment operating profit by

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approximately $15 million in the first quarter of 2022 compared to the first quarter of the prior year. Selling prices exceeded cost inflation and increased segment operating profit by $3 million in the first quarter of 2022 compared to the first quarter of 2021. The effects of foreign currency exchange rates decreased segment operating profit by $3 million in the current year period. The divestiture of the Le Parfait brand in December 2021 reduced segment operating profit by approximately $2 million in the first quarter of 2022 compared to the same period in the prior year.

In addition, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility. The Company’s European operations typically purchase natural gas under long-term supply arrangements and frequently agree on price with the relevant supplier in advance of the period in which the natural gas will be delivered, which, in the short term, has shielded the Company from the full impact of increased natural gas prices.  However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions or other adverse repercussions on Russian-sourced energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities. If this occurs, it will be necessary for the Company to procure natural gas at then-current market prices and subject to market availability and could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe. In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all.

Interest Expense, Net

Net interest expense in the first quarter of 2022 was $66 million compared to $51 million for the first quarter of 2021. This increase was primarily due to higher note repurchase premiums and refinancing fees and charges, partially offset by lower debt levels. Net interest expense in the first quarter of 2022 included $18 million for note repurchase premiums, third-party fees and the write-off of deferred finance fees that related to debt that was repaid prior to its maturity and the Company’s new bank credit agreement.

Provision for Income Taxes

The Company’s effective tax rate from operations for the three months ended March 31, 2022 was 28.2% compared to (40.0%) for the three months ended March 31, 2021.  The effective tax rate for the first quarter of 2022 differed from the first quarter of 2021 due to the favorable capital gains tax rate on the sale of the tableware business in the first quarter of 2022 and the charge related to the Paddock support agreement liability recorded without a tax benefit in the first quarter of 2021, as well as a change in the mix of geographic earnings.

Net Earnings Attributable to Non-Controlling Interests

Net earnings attributable to non-controlling interests in the first quarter of 2022 was $34 million compared to $6 million for the first quarter of 2021. This increase was primarily due to approximately $29 million of non-controlling interest recorded in the first quarter of 2022 associated with the gain on the sale of the Company’s glass tableware business in Colombia.

Net Earnings (Loss) Attributable to the Company

For the first quarter of 2022, the Company recorded net earnings attributable to the Company of $88 million, or $0.55 per share (diluted), compared to a net loss attributable to the Company of $97 million, or $0.62 per share, in the first quarter of 2021. Earnings in the first quarter of 2022 and 2021 included items that management considered not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions):

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	Net Earnings
	Increase
	(Decrease)
Description	2022		2021
Gain on sale of divested business	$	55	$
Charges for note repurchase premiums and write-off of finance fees		(18)
Charge related to Paddock support agreement liability				(154)
Net provision for income tax on items above		(10)
Net impact of noncontrolling interests on items above		(29)
Total	$	(2)	$	(154)

Forward Looking Operational and Financial Impacts

● The Company expects that full year 2022 sales shipment growth (in tons) to increase up to or exceed 1% compared to 2021.  Likewise, the Company expects continued benefits from its initiatives to expand margins and higher selling prices that are expected to more than offset cost inflation.  Operating costs will also reflect incremental cost for expansion project activity. 

● The Company will continue to focus on long-term value creation, including advancing the MAGMA deployment.  Also, the Company expects to complete its strategic and tactical divestiture program with proceeds used to fund higher spending on capital expenditures and to reduce debt.  Finally, the Company expects to complete the Paddock Chapter 11 reorganization and fund $610 million to the related 524(g) trust in 2022.

● Cash provided by continuing operating activities is expected to be at least $725 million in 2022.  Capital expenditures in 2022 are expected to be approximately $600 million. 

● The Company will continue to actively monitor the impact of the COVID-19 pandemic.  The extent to which the Company’s operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact, among other things.

● The Company will continue to actively monitor the impact of the conflict between Russia and Ukraine.  The extent to which the Company’s operations will be impacted by this conflict will depend largely on future developments, including potential sanctions or other adverse repercussions on Russian-sourced energy supplies, which are highly uncertain and cannot be accurately predicted.

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for the first quarter of 2022 were $50 million compared to $35 million in the first quarter of 2021. These costs were higher in the first quarter of 2022 primarily due to additional research and development expenses related to MAGMA and higher management incentive expense. 

Gain on Sale of Divested Business

In March 2022, the Company completed the sale of its Cristar TableTop S.A.S. (“Cristar”) business to Vidros Colombia S.A.S, an affiliate of Nadir Figueiredo S.A., a glass tableware producer based in Brazil. The related pretax

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gain was approximately $55 million (approximately $16 million after tax and non-controlling interest). The pretax gain was recorded to Other income (expense), net on the Condensed Consolidated Results of Operations in the first quarter of 2022.

See Note 18 to the Condensed Consolidated Financial Statements for further information.

Charge for Paddock Support Agreement Liability

On April 26, 2021, the Company announced that its subsidiary, Paddock, had reached an agreement in principle to accept the terms of a mediator’s proposal regarding a consensual plan of reorganization in Paddock’s Chapter 11 bankruptcy case. The agreement in principle provides for total consideration of $610 million to fund the Paddock Trust (as defined in Note 10 to the Condensed Consolidated Financial Statements). The Company has recorded a charge of $154 million related to its potential liability under the Paddock support agreement during the first fiscal quarter of 2021, primarily related to an increase to Paddock’s asbestos reserve estimate in consideration for the channeling injunction to be included in the Plan (as defined in Note 10 to the Condensed Consolidated Financial Statements) protecting the Company and its affiliates from Asbestos Claims (as defined in Note 10 to the Condensed Consolidated Financial Statements). This charge was recorded to Other income (expense), net on the Condensed Consolidated Results of Operations in the first quarter of 2021.

See Note 10 to the Condensed Consolidated Financial Statements for further information.

Capital Resources and Liquidity

On March 25, 2022, certain of the Company’s subsidiaries entered into a Credit Agreement and Syndicated Facility Agreement (the “Agreement”), which refinances in full the previous credit agreement (the “Previous Agreement”). The Agreement provides 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 allows for a one-time borrowing of up to $600 million, the proceeds of which, if borrowed, will be used, in addition to other consideration paid by the Company and/or its subsidiaries, to directly or indirectly fund a trust to be established in connection with the plan of reorganization proposed by Paddock and certain other parties in Paddock’s Chapter 11 case (see Note 10 for more information). The term loans mature, and the revolving credit facilities terminate, in March 2027. The delayed draw term loan, if borrowed, matures in December 2023. The Company recorded approximately $2 million of additional interest charges for third-party fees and the write-off of unamortized fees related to the Agreement in the first quarter of 2022.

At March 31, 2022, the Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $950 million in term loan A facilities ($946 million outstanding balance at March 31, 2022, net of debt issuance costs). At March 31, 2022, the Company had unused credit of $1,140 million available under the Agreement. The weighted average interest rate on borrowings outstanding under the Agreement at March 31, 2022 was 2.12%.

The 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 Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio (as defined in the 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 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 Leverage Ratio to exceed the specified maximum.

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Failure to comply with these covenants and restrictions could result in an event of default under the Agreement. In such an event, the Company could not request borrowings under the revolving facilities, and all amounts outstanding under the 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 Agreement. If an event of default occurs under the Agreement and the lenders cause all of the outstanding debt obligations under the 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 March 31, 2022, the Company was in compliance with all covenants and restrictions in the Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Agreement) determines pricing under the Agreement. The interest rate on borrowings under the 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 Agreement), plus an applicable margin. The applicable margin is linked to the Total Leverage Ratio. The margins range from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. 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 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 Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Agreement are guaranteed by certain foreign subsidiaries of the Company.

On February 10, 2022, the Company announced the commencement, by an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash up to $250 million aggregate purchase price of its outstanding (i) 5.875% Senior Notes due 2023, (ii) 5.375% Senior Notes due 2025, (iii) 6.375% Senior Notes due 2025 and (iv) 6.625% Senior Notes due 2027. On February 28, 2022, the Company repurchased $150.0 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023 and $88.2 million aggregate principal amount of the outstanding 6.625% Senior Notes due 2027. Following the repurchase, $550.0 million and $611.8 million aggregate principal amounts of the 5.875% Senior Notes due 2023 and 6.625% Senior Notes due 2027, respectively, remained outstanding. The repurchases were funded with cash on hand. The Company recorded approximately $16 million of additional interest charges for note repurchase premiums, the write-off of unamortized finance fees and related expenses related to the senior note repurchases conducted in the first quarter of 2022.

In November 2021, the Company issued $400 million aggregate principal amount of senior notes. The senior notes bear interest at a rate of 4.75% per annum and mature on February 15, 2030. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s domestic subsidiaries. The net proceeds, after deducting debt issuance costs, totaled approximately $395 million and, together with cash on hand, were used to redeem the $310 million aggregate principal amount of the Company’s outstanding 4.00% Senior Notes due 2023 and approximately $128 million of term loan A borrowings under the Previous Agreement. The Company recorded approximately $13 million of additional interest charges for note repurchase premiums and write-off of unamortized finance fees related to these redemptions.

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.

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Material Cash Requirements

There have been no material changes to the Company’s material cash requirements at March 31, 2022 from those described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity- Material Cash Requirements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Cash Flows

Operating activities: Cash utilized in operating activities was $73 million and $56 million for the three months ended March 31, 2022 and March 31, 2021, respectively. The increase in cash utilized in operating activities in the first three months of 2022 was primarily due to a higher use of cash from working capital and lower non-cash charges, partially offset by higher net earnings than in the same period in 2021. For the three months ended March 31, 2022, the Company has contributed approximately $6 million toward its defined benefit pension plans compared to $18 million in the same period in the prior year. In the first three months of both 2022 and 2021, all asbestos-related payments were stayed as a result of Paddock’s Chapter 11 filing in early January 2020. See Note 10 to the Condensed Consolidated Financial Statements for additional information on Paddock.

Working capital was a use of cash of $259 million in the first three months of 2022, compared to a use of cash of $229 million in the same period in 2021. The use of cash from working capital was higher in the first three months of 2022 primarily due to higher accounts receivable due to higher sales. For the three months ended March 31, 2022 and 2021, the Company’s use of its accounts receivable factoring programs resulted in a decrease of $20 million and an increase of $8 million, respectively, to cash from operating activities. Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of March 31, 2022 were comparable to March 31, 2021.

Investing activities: Cash utilized in investing activities was $2 million for the three months ended March 31, 2022, compared to $31 million of cash utilized in investing activities for the three months ended March 31, 2021. Capital spending for property, plant and equipment was $96 million during the first three months of 2022, compared to $93 million in the same period in 2021. The Company’s 2022-2024 capital expenditure plan to enable profitable growth is evolving amid ongoing supply chain challenges. The Company now anticipates that it will undertake a broader range of smaller scope capital projects rather than a few large scale greenfield or brownfield initiatives to de-risk project execution.  The Company also plans to accelerate the development of its Generation 3 MAGMA solution.  The Company estimates that its full year 2022 capital expenditures should be approximately $600 million.

Cash proceeds of approximately $96 million were received in the first quarter of 2022 related to the sale of the Company’s glass tableware business in Colombia. In the first quarter of 2021, the Company received approximately $58 million related to the sale of its ANZ businesses.

Financing activities:  Cash utilized in financing activities was $152 million for the three months ended March 31, 2022, compared to cash provided by financing activities of $288 million for the three months ended March 31, 2021. The increase in cash utilized in financing activities was primarily due to lower net borrowings in the first three months of 2022.  The Company paid $20 million for finance fees and premiums related to financing activities in the first three months of 2022, whereas no fees or premiums were paid in the same period in 2021.

During the three months ended March 31, 2022, the Company repurchased $10 million of shares of the Company’s common stock. No share repurchases were made during the three months ended March 31, 2021.  The Company paid approximately $7 million and $0 related to hedge activity for the first three months ended March 31, 2022 and March 31, 2021, respectively.

The Company anticipates that cash flows from its opera­tions and from utiliza­tion of credit available under the Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (12 months) and long-term basis. However, as the Company cannot predict the duration or scope of the COVID-19 pandemic or the conflict between Russia and Ukraine and their impact on the Company’s customers and suppliers, the negative financial impact to the Company’s results cannot be reasonably estimated, but could be material. The Company is actively managing its business to maintain cash flow, and it has significant liquidity. The Company believes that these factors will allow it to meet its anticipated funding requirements. On April 26, 2021, O-I announced

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that its subsidiary Paddock had reached an agreement in principle to accept the terms of a mediator’s proposal regarding a consensual plan of reorganization under the Bankruptcy Code. The agreement provides for total consideration of $610 million to fund a trust on the effective date of a plan of reorganization, which the Company expects to occur in the first half of 2022 (subject to definitive documentation and satisfaction of certain conditions). See Note 10 to the Condensed Consolidated Financial Statements for further information.

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Critical Accounting Estimates

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

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

There have been no other material changes in critical accounting estimates at March 31, 2022 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Forward-Looking Statements

This document contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” 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 risk that the Plan may not be approved by the bankruptcy court or that other conditions necessary to implement the agreement in principle may not be satisfied, (2) the actions and decisions of participants in the bankruptcy proceeding, and the actions and decisions of third parties, including regulators, that may have an interest in the bankruptcy proceedings, (3) the terms and conditions of any reorganization plan that may ultimately be approved by the bankruptcy court, (4) delays in the confirmation or consummation of a plan of reorganization, including the Plan, due to factors beyond the Company’s and Paddock’s control, (5) risks with respect to the receipt of the consents necessary to effect the reorganization, (6) risks inherent in, and potentially adverse developments related to, the bankruptcy proceeding, that could adversely affect the company and the company’s liquidity or results of operations, (7) the impact of the COVID-19 pandemic and the various governmental, industry and consumer actions related thereto, (8) the Company’s ability to obtain the benefits it anticipates from the Corporate Modernization, (9) the Company’s ability to manage its cost structure, including its success in implementing restructuring or other plans aimed at improving the Company’s operating efficiency and working capital management, achieving cost savings, and remaining well-positioned to address Paddock’s legacy liabilities, (10) 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, (11) the Company’s ability to achieve its strategic plan, (12) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected, (13) foreign currency fluctuations relative to the U.S. dollar, (14) changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to refinance debt on favorable terms, (15) the general political, economic and

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competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, natural disasters, and weather, (16) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (17) consumer preferences for alternative forms of packaging, (18) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current conflict between Russia and Ukraine), (19) consolidation among competitors and customers, (20) unanticipated expenditures with respect to data privacy, environmental, safety and health laws, (21) unanticipated operational disruptions, including higher capital spending, (22) the Company’s ability to further develop its sales, marketing and product development capabilities, (23) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (24) the ability of the Company and the third parties on which it relies for information technology system support to prevent and detect security breaches related to cybersecurity and data privacy, (25) changes in U.S. trade policies, (26) risks related to recycling and recycled content laws and regulations, (27) risks related to climate-change and air emissions, including related laws or regulations and the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or the Company’s other 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risk at March 31, 2022 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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Item 4. Controls and Procedures.

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

As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.

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

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internal control over financial reporting during the fiscal quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Although the Company has modified its workplace practices globally due to the COVID-19 pandemic, resulting in most of its administrative employees working remotely, this has not materially affected its internal control over financial reporting. The Company is continually monitoring and assessing the COVID-19 situation on its internal controls to minimize the impact on their design and operating effectiveness.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

SEC regulations require the Company to disclose certain information about environmental proceedings if the Company reasonably believes that such proceedings may result in monetary sanctions above a stated threshold. The Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.  No such environmental proceedings were pending or contemplated as of March 31, 2022.

For further information on legal proceedings, see Note 10 to the Condensed Consolidated Financial Statements, “Contingencies,” that is included in Part I of this Quarterly Report and incorporated herein by reference.

Item 1A. Risk Factors.

Other than below, there have been no material changes in risk factors at March 31, 2022 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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

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

For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility. Natural gas forms the primary energy source for the Company’s European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia. The Company’s European operations typically purchase natural gas under long-term supply arrangements and frequently agree on price with the relevant supplier in advance of the period in which the natural gas will be delivered, which, in the short term, has shielded the Company from the full impact of increased natural gas prices. 

However, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions or other adverse repercussions on Russian-sourced energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities. If this occurs, it will be necessary for the Company to procure natural gas at then-current market prices and subject to market availability and could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe. In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. The occurrence of any of the foregoing could have a material adverse effect on the Company’s consolidated assets or results of operations.

Labor—Some of the Company’s employees are unionized or represented by workers’ councils, and its business could be affected by labor shortages and labor cost increases.

The Company is party to a number of collective bargaining agreements with labor unions, which at March 31, 2022, covered approximately 74% of the Company’s employees directly associated with its operations in the U.S. and Canada. The principal collective bargaining agreements for the U.S, which approximate 74% of all union-affiliated

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employees in U.S. and Canada, was set to expire on March 31, 2022. The parties to those collective bargaining agreements agreed to an extension in order to allow the parties to resume negotiations at a later date. Either party can terminate the extension with 48 hours written notice. There can be no assurance that strikes or other work stoppages do not occur or that the parties agree upon a new collective bargaining agreement.  Moreover, the terms of any new collective bargaining agreements could result in increased operating costs as a result of higher wages or benefits paid to union members.

In addition, approximately 78% of employees in South America and Mexico are covered by other collective bargaining agreements. The collective bargaining agreements in South America and Mexico have varying terms and expiration dates. Upon the expiration of any collective bargaining agreement, if the Company is unable to negotiate acceptable contracts with labor unions, it could result in strikes by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. In Europe, a large number of the Company’s employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require the Company to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, most of the Company’s employees in Europe are represented by workers’ councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure the Company’s workforce.

The COVID-19 pandemic has also caused an overall tightened and increasingly competitive labor market. A number of factors may adversely affect the labor force available to the Company, including unemployment subsidies, the need for enhanced health and safety protocols and government regulations in the jurisdictions in which it operates. Increased competition for qualified labor could result in higher compensation costs for the Company, and a continuation of labor shortages, a lack of qualified labor or increased turnover could result in a significant disruption of its operations and/or higher ongoing labor costs. Any of these occurrences could have a material adverse effect on the Company’s consolidated operations.

New Glass Melting Technologies—The Company’s inability to develop or apply new glass melting technology may affect its ability to transition to lower-carbon processes and competitiveness. Supply chain challenges have delayed the development of new melting technologies, which may have a material adverse effect on the Company’s consolidated operations.

The Company’s success depends partially on its ability to improve its glass melting technology and introduce processes that emit less carbon. One of these new technologies, known as the MAGMA program, seeks to reduce the amount of capital required to install, rebuild and operate the Company’s furnaces. It also is focused on the ability of these assets to be more easily turned on and off or adjusted based on seasonality and customer demand, utilize more recycled glass, produce lighter containers and use lower-carbon fuels. The Company is implementing its MAGMA program using a multi-generation development roadmap, which will include various deployment risks and will require the discovery of additional inventions through 2025. Current supply chain challenges have resulted in a delay in development of the Company’s MAGMA program. If the Company is unable to continue to improve this glass melting technology through research and development or licensing of new technology, the Company may not be able to remain competitive with other packaging manufacturers. As a result, its business, financial condition, results of operations or ability to transition to lower carbon operations could be adversely affected.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended March 31, 2022, the Company purchased 764,501 shares of its common stock for approximately $10 million pursuant to a $150 million anti-dilutive share repurchase program authorized by the Board of Directors that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. Approximately $100 million remained available for purchases under this program as of March 31, 2022. The following table provides information about the Company’s purchases of its common stock during the three months ended March 31, 2022:

Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 - January 31, 2022		764,501	$	13.06		764,501		100
February 1 - February 28, 2022								100
March 1 - March 31, 2022								100
Total		764,501	$	13.06		764,501

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Item 6. Exhibits.

Exhibit 4.1		Credit Agreement and Syndicated Facility Agreement, dated March 25, 2022, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers’ Agent, Wells Fargo Bank, National Association, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.1 to O-I Glass, Inc.’s Form 8-K filed March 28, 2022, File No. 1-9576, and incorporated herein by reference).
Exhibit 4.2		Intercreditor Agreement, dated as of March 25, 2022, by and among Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent for the lenders party to the Credit Agreement (as defined therein), and any other parties thereto (filed as Exhibit 4.2 to O-I Glass, Inc.’s Form 8-K filed March 28, 2022, File No. 1-9576, and incorporated herein by reference).
Exhibit 4.3		Pledge Agreement, dated as of March 25, 2022, between Owens-Illinois Group, Inc., Owens-Brockway Packaging, Inc., and Wells Fargo Bank, National Association, as Collateral Agent and any other parties thereto (filed as Exhibit 4.3 to O-I Glass, Inc.’s Form 8-K filed March 28, 2022, File No. 1-9576, and incorporated herein by reference).
Exhibit 4.4		Security Agreement, dated as of March 25, 2022, between Owens-Illinois Group, Inc., each of the direct and indirect subsidiaries of Owens-Illinois Group, Inc. signatory thereto, and Wells Fargo Bank, National Association, as Collateral Agent (filed as Exhibit 4.4 to O-I Glass, Inc.’s Form 8-K filed March 28, 2022, File No. 1-9576, and incorporated herein by reference).
Exhibit 10.1	O-I Glass, Inc. Amended and Restated Executive Severance Policy (filed as Exhibit 10.22 to O-I Glass, Inc.’s Form 10-K for the year ended December 31, 2021, File No. 1-9576, and incorporated herein by reference).
Exhibit 10.2	Form of Employee Performance Stock Unit Agreement for use under the Third Amended and Restated O-I Glass, Inc. 2017 Incentive Award Plan.
Exhibit 10.3	Form of Employee Restricted Stock Unit Agreement for use under the Third Amended and Restated O-I Glass, Inc. 2017 Incentive Award Plan.
Exhibit 10.4	Form of Director Restricted Stock Unit Agreement for use under the Third Amended and Restated O-I Glass, Inc. 2017 Incentive Award Plan.
Exhibit 10.5	Form of Amended and Restated Employee Performance Stock Unit Agreement for use under the Second Amended and Restated O-I Glass, Inc. 2017 Incentive Award Plan.
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
Exhibit 32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
Exhibit 101	Financial statements from the Quarterly Report on Form 10-Q of O-I Glass, Inc. for the quarter ended March 31, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Results of Operations, (ii) the Condensed Consolidated Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

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Exhibit 104 Cover Page Interactive Data file (formatted as iXBRL and contained in Exhibit 101).

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

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

		O-I GLASS, INC.
Date	April 26, 2022	By	/s/ John A. Haudrich
			John A. Haudrich
			Senior Vice President and Chief Financial Officer

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EX-10.2

EXHIBIT 10.2

O-I GLASS, INC.

THIRD AMENDED AND RESTATED

2017 INCENTIVE AWARD PLAN

PERFORMANCE STOCK UNIT AGREEMENT

THIS PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”), dated as of the grant date referenced above (the “Grant Date”) is made by and between O-I Glass, Inc., a Delaware corporation (the “Company”) and the person whose account for which this grant is being accepted, an employee or consultant of the Company, a Parent Corporation or a Subsidiary (the “Participant”):

WHEREAS, the Company has established the Third Amended and Restated 2017 Incentive Award Plan (as amended from time to time, the “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement);

WHEREAS, the Plan provides for the issuance of performance-based Restricted Stock Units (“PSUs”), subject to vesting based on performance conditions and to other conditions stated herein;

WHEREAS, the Company is willing to invest in the Participant and, in doing so, to provide the Participant with access to know-how, proprietary information and technology, trade secrets, confidential commercial information, and/or customer details; and

WHEREAS, the Compensation and Talent Development Committee of the Board of Directors of the Company (the “Committee”) has determined it would be to the advantage and best interest of the Company and its stockholders to issue the PSUs provided for herein to the Participant in consideration of services rendered, or to be rendered, to the Company, a Parent Corporation or a Subsidiary.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below, unless the context clearly indicates to the contrary.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.  The masculine pronoun shall include the feminine and neuter, and the singular shall include the plural, where the context so indicates.

Section 1.1 - Cause

“Cause” shall mean the Participant’s dishonesty, disloyalty, misconduct, insubordination, failure to reasonably devote working time to assigned duties, failure or refusal to comply with any reasonable rule, regulation, standard or policy which from time to time may be established by the Company, including, without limitation, those policies set forth in the Company’s Policy Manual in effect from time to time, or failure to fully cooperate with any investigation of an alleged violation of any such rule, regulation, standard or policy.

Section 1.2 - Competing Business

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“Competing Business” shall mean each of the following companies and associations, including each of their parent, subsidiary and successor companies: Amcor, Anchor Glass Container Corporation, Ardagh Group SA, BA Vidro, Ball Corp, Can Manufacturers Institute, Crown Holdings, Inc., Plastics Industry Association, Silgan Holdings, Inc., Veraillia, Vetropack, and Vidrala.  

Section 1.3 - Good Reason

“Good Reason” means the occurrence of any of the following without the prior written consent of the Participant:

(i)a material diminution in the Participant’s base compensation;

(ii) a material diminution in the Participant’s authority, duties or responsibilities (including, if Participant is then serving as the Chief Executive Officer or the Chief Financial Officer of the Company, any changes which result from Participant not being employed by a public company following a Change in Control);

(iii) a material change in the geographic location at which the Participant must perform services; or

(iv) any other action or inaction that constitutes a material breach by the Company of the terms of Participant’s employment as in effect immediately prior to a Change in Control.

Notwithstanding the foregoing, (a) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than thirty (30) days from the date of such notice) is given no later than thirty (30) days after the time at which the Participant becomes aware of the occurrence of the event or condition purportedly giving rise to Good Reason and (b) if there exists (without regard to this clause (b)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

Section 1.4 - Parent Corporation

“Parent Corporation” shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.5Performance Period

“Performance Period” shall mean [ ⚫ ] through [ ⚫ ], or such shorter period ending on any Vesting Date occurring prior to [ ⚫ ].

Section 1.6-Retirement

“Retirement” shall mean, solely for purposes of this Agreement and only if the Participant is an Employee, the “separation from service” (within the meaning of Section 409A of the Code) of a Participant from the Company, a Parent Corporation or a Subsidiary after reaching the age of 60 and having 10 years of employment, or after reaching the age of 65.

Section 1.7 - Vesting Date

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“Vesting Date” shall mean [ ⚫ ] (or, if earlier, the date on which the PSU becomes vested under Section 3.2(a) of this Agreement).

ARTICLE II.

ISSUANCE OF PSUs

In consideration of the services rendered or to be rendered to the Company, a Parent Corporation or a Subsidiary and for other good and valuable consideration which the Committee has determined to be equal to the par value of the Shares, on the Grant Date the Company awards to the Participant the number of PSUs specified for this grant in the Solium Shareworks Account accessible by the Participant.Each PSU is granted in tandem with a Dividend Equivalent, as further described in Section 3.5 below.  

ARTICLE III.

VESTING; PAYMENT

Section 3.1 - Vesting of PSUs

Except as otherwise provided in Section 3.2(a) below, the PSUs shall be eligible to become earned in accordance with Section 3.4 and shall vest, to the extent earned, on [ ⚫ ], provided that the Participant does not experience a Termination of Service prior to such date and subject to Section 3.3 below.  

Section 3.2 - Effect of a Change in Control

Notwithstanding Section 3.1, in the event of a Change in Control:

(a)If the PSUs are not continued, assumed or new restricted stock units (performance-based or otherwise) or other rights substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then immediately prior to the Change in Control the PSUs shall become fully vested and payable at target levels subject to and effective on the Change in Control; or

(b)If the PSUs are continued, assumed or new restricted stock units (performance-based or otherwise) are substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then, upon the Participant’s Termination of Service without Cause or by the Participant for Good Reason, in either case, prior to the second (2^nd) anniversary of the Change in Control, the PSUs (as so continued or assumed) or such new restricted stock units or other rights, as applicable, shall remain outstanding and eligible to vest (to the extent earned pursuant to Section 3.4(b)) on the Vesting Date.  

Section 3.3 - Termination of PSUs

(a)Upon the Participant’s Termination of Service for any reason, all then-unvested PSUs issued to the Participant pursuant to this Agreement (after taking into account any vesting that may occur in connection with such Termination of Service, if any) shall immediately terminate and be cancelled and forfeited.

(b)Notwithstanding the foregoing, in the event that (i) the Participant dies, (ii) the Participant (if such Participant is an Employee) incurs a Termination of Service due to Retirement or (iii) the Participant incurs a Termination of Service due to Disability, in any case, the PSUs shall remain outstanding and eligible to vest on the Vesting Date with respect to the PSUs that are earned in accordance with Section 3.4(b) (and any PSUs that

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do not become earned and vested on the Vesting Date in accordance with this Section 3.3(b) shall be cancelled and forfeited on the Vesting Date).

(c)Further notwithstanding the foregoing, if the Participant experiences a Termination of Service resulting from the Company’s discharge of the Participant without Cause, the PSUs shall remain outstanding and eligible to vest on the Vesting Date in (i) that number of PSUs previously “banked” pursuant to Section 3.4(b) below with respect to any completed fiscal year during the Performance Period plus (ii) a pro-rata portion of the number of PSUs that would have been earned and “banked” in accordance with Section 3.4(b) upon completion of the fiscal year of the Participant’s Termination of Service (had such Termination of Service not occurred) based upon actual performance for such fiscal year, determined by multiplying the total number of such PSUs that would have earned and “banked” in accordance with Section 3.4(b) by a fraction, the numerator of which is the number of days from the first day of the fiscal year in which the Termination of Service occurs (or, if the Termination of Service occurs during the first fiscal year of the Performance Period, the Grant Date) through the date of Participant’s Termination of Service and the denominator of which is the number of days from the first day of the fiscal year in which the Termination of Service occurs (or, if the Termination of Service occurs during the first fiscal year of the Performance Period, the Grant Date) through the last day of the fiscal year in which the Termination of Service occurred (and any PSUs that do not become earned and vested on the Vesting Date in accordance with this Section 3.3(c) shall be cancelled and forfeited on the Vesting Date).    

Section 3.4 - Payment of PSUs

(a)Except as provided under Section 3.2(a), vested PSUs that are earned in accordance with Section 3.4(b) shall be paid, as soon as practicable after [ ⚫ ] and not later than March 15^th of the calendar year immediately following the last fiscal year of the Performance Period.  

(b)One-third of the total number of PSUs granted hereby will be eligible to be earned and “banked” following the end of each fiscal year ending during the Performance Period and, such PSUs shall entitle the Participant to receive a number of Shares, if any, determined by the addition of: (i) the Company’s EPS (as defined below) performance for such fiscal year at a weight of [ □ ]% and (ii) the Company’s Return on Invested Capital (as defined below) performance for such fiscal year at a weight of [ □ ]%, with the total of that summation multiplied by (iii) the r-TSR Multiplier for the Performance Period (as defined below).

◾EPS.  For the Company’s [ ⚫ ] fiscal year, the Company’s target EPS level shall equal $[ □ ].  The Administrator shall determine the target EPS level for each subsequent fiscal year occurring during the Performance Period no later than 90 days following the beginning of the applicable fiscal year; provided, that the target EPS level for each of the Company’s [ ⚫ ] and [ ⚫ ] fiscal years shall equal an [ □ ]% and [ □ ]%, respectively, compound annual growth rate over the preceding fiscal year’s actual EPS.  The Company’s minimum EPS level for each fiscal year during the Performance Period shall equal [ □ ]% of the target EPS level for such fiscal year and the Company’s maximum EPS level for each fiscal year during the Performance Period shall equal [ □ ]% of the target EPS level for such fiscal year.  For purposes hereof, “EPS” shall mean, for each fiscal year ending during the Performance Period, “diluted earnings per share” from continuing operations before items that management considers not representative of ongoing operations, as reported by the Company in its earnings release for each of the Company’s fiscal years ending during the Performance Period and adjusted for the impact of acquisitions and divestitures and to exclude the effect of non-service pension costs. Results between the minimum and target EPS, and results between the target and maximum EPS, shall be interpolated per the attached charts, as determined by the Committee.

◾ROIC.  For the Company’s [ ⚫ ] fiscal year, the Company’s target Return on Invested Capital level

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shall equal [ □ ]%.  The Administrator shall determine the target Return on Invested Capital level for each subsequent fiscal year occurring during the Performance Period no later than 90 days following the beginning of the applicable fiscal year; provided, that the target Return on Invested Capital level for each of the Company’s [ ⚫ ] and [ ⚫ ] fiscal years shall equal [ □ ]bps and [ □ ]bps, respectively, above the preceding fiscal year’s actual Return on Invested Capital.  For purposes hereof, “Return on Invested Capital” shall mean, with respect to each fiscal year of the Company ending during the Performance Period, the number calculated by multiplying (a) the Company’s earnings before interest, taxes and items that management considers not representative of ongoing operations for such fiscal year times (b) one minus the Company’s tax rate for the applicable full fiscal year, and dividing the product thereof by the sum of the (x) Company’s total debt and (y) total share owners’ equity, all as reflected on the Company’s consolidated balance sheet for the applicable fiscal year and adjusted for the impact of acquisitions and divestitures. For purposes of computing total share owners’ equity for the denominator of this calculation, the accumulated other comprehensive income related to pension and retiree medical shall be held constant for each year of the Performance Period at the amount reflected on the Company’s consolidated balance sheet as of [ ⚫ ]. The Company’s minimum Return on Invested Capital level for each fiscal year during the Performance Period shall equal [ □ ]% of the target Return on Invested Capital level for such fiscal year and the Company’s maximum Return on Invested Capital level for each fiscal year during the Performance Period shall equal [ □ ]% of the target Return on Invested Capital level for such fiscal year.  Results between the minimum and target Return on Invested Capital, and results between the target and maximum Return on Invested Capital, shall be linearly interpolated per the attached charts, as determined by the Committee.

◾r-TSR.  For purposes of this Agreement, “r-TSR Multiplier” shall mean: (a) if the Company’s r-TSR (as defined below) for the Performance Period is less than or equal to the [ ⚫ ] percentile, [ ⚫ ]; or (b) if the Company’s r-TSR for the Performance Period is equal to or above the [ ⚫ ] percentile, [ ⚫ ].  Results above the [ ⚫ ] percentile, but less than the[ ⚫ ] percentile performance shall be interpolated as per the attached charts, as determined by the Committee. For purposes hereof, “r-TSR” means, the relative rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period of the Common Stock as compared to that of the shares of common stock of each member of the Peer Group (as defined below).  For purposes of calculating r-TSR, the beginning stock price for the Company and each member of the Peer Group will be based on the closing price on the last trading day to occur immediately prior to the first day of the Performance Period on the principal stock exchange on which the stock is then traded and the ending stock price for the Company and each member of the Peer Group will be based on the closing price on the last trading day of the Performance Period on the principal stock exchange on which the stock then trades (and also adjusted for any stock splits). The “Peer Group” means the S&P 1500 – Materials (GICS# 1510) as of the Grant Date.  The Committee may, in its discretion, adjust r-TSR to reflect acquisitions or dispositions of Peer Group members, stock splits applicable to the Company and/or members of the Peer Group and the bankruptcy or delisting of a member of the Peer Group.

If the Company’s performance for any fiscal year during the Performance Period falls below either minimum EPS amount or minimum Return on Invested Capital amount, the weighting of such EPS or Return on Invested Capital component shall equal 0% for such fiscal year, but shall not affect any other measure of performance or any other fiscal year.  If the Company fails to meet or exceed both the minimum EPS amount and minimum Return on Invested Capital amount for any fiscal year during the Performance Period, no PSUs will become payable hereunder with respect to such fiscal year during the Performance Period.  Conversely, to the extent the Company’s performance exceeds either or both the maximum EPS amount and the maximum Return on Invested Capital amount for any fiscal year during the Performance Period, no amounts in excess of such

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maximum performance shall be taken into account in determining the amount payable with respect to the PSUs with respect to such fiscal year.  Charts illustrating the [ ⚫ ] performance measures are shown in Attachment A.

Section 3.5 – Dividend Equivalents

A bookkeeping account will be established by the Company to which Dividend Equivalents equal to the product of (a) the number of PSUs subject to this Agreement, and (b) the dividends declared on a single share of Common Stock will be credited. To the extent the Participant becomes vested in any PSUs issued pursuant to this Agreement, the Dividend Equivalents corresponding to such PSUs will be converted to cash or additional Shares (as may be determined by the Administrator in its sole discretion) and will be paid to the Participant at the same time as the Shares of Common Stock are issued with respect to the vested PSUs.  The Participant shall not be entitled to payment of any Dividend Equivalents relating to dividends for which the applicable ex-dividend date occurs on or after the earlier to occur of the payment or forfeiture of the PSU underlying such Dividend Equivalent.

ARTICLE IV.

NON-COMPETITION/NON-SOLICITATION

Section 4.1 - Covenant Not to Compete

The Participant covenants and agrees that, to the extent enforceable in the jurisdiction in which Participant works and/or resides, prior to the Participant’s Termination of Service and for a period of one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business.

Section 4.2 - Non-Solicitation of Employees

The Participant agrees that prior to the Participant’s Termination of Service and for one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any Employee of the Company, any Parent Corporation or any Subsidiary to leave the employment of the Company, any Parent Corporation or any Subsidiary for any reason whatsoever, or hire any Employee of the Company, any Parent Corporation or any Subsidiary except into the employment of the Company, a Parent Corporation or a Subsidiary.

Section 4.3-Equitable Relief

The Participant agrees that it is impossible to measure in money the damages that will accrue to the Company in the event that the Participant breaches any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.  Accordingly, in the event that the Participant breaches any such restrictive covenant, the Company shall be entitled to an injunction restraining the Participant from further violating such restrictive covenant.  If the Company shall institute any action or proceeding to enforce any such restrictive covenant, the Participant hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert such claim or defense.  The foregoing shall not prejudice the Company’s right to require the Participant to account for and pay over to the Company, and the Participant hereby agrees to account for and pay over, any compensation, profits, monies, accruals or other benefits derived or received by the Participant as a result of any transaction constituting a breach of any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.

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ARTICLE V.

OTHER PROVISIONS

Section 5.1 - PSUs and Dividend Equivalents Not Transferable

Neither the PSUs nor Dividend Equivalents, nor any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any such attempted disposition thereof shall be null and void and of no effect; provided however, that this Section 5.1 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.2 - No Right to Continued Employment

Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ or service of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, any Parent Corporation or any Subsidiary, which are hereby expressly reserved, to discharge the Participant at any time for any reasons whatsoever, with or without Cause.

Section 5.3 - Conditions to Issuance of Stock Certificates

The Company shall not be required to issue or deliver any certificate or certificates for Shares pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a)The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Company shall, in its sole discretion, deem necessary or advisable; and

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable; and

(d)Subject to Section 5.10, the payment by the Participant of all amounts which, under federal, state or local tax law, the Company, a Parent Corporation or a Subsidiary is required to withhold upon vesting or payment of a PSU and/or Dividend Equivalent; and

(e)The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience.

Section 5.4 - Notices

Any notice to be delivered to the Company under this Agreement shall be delivered to such individual and in such form as the Committee shall specify from time to time and communicate to the Participant.  Any notice to be delivered to the Participant shall be addressed to the Participant at the Participant’s last address reflected in the Company’s records.  Notices may be given electronically (or by facsimile), and will be deemed given when

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sent.  Otherwise, notices shall be sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

Section 5.5 - Rights as Stockholder

Participant shall not, by virtue of the PSUs granted hereby, be entitled to vote in any Company election, receive any dividend in respect of Shares subject to the PSUs (except as provided under Section 3.5 above) or exercise any other rights of a stockholder of the Company.  The PSUs shall not confer upon the Participant any rights of a stockholder of the Company unless and until the PSUs have vested and certificates representing the Shares subject to the PSUs shall have been issued by the Company pursuant to the terms of this Agreement.

Section 5.6 -Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.7 -Conformity to Laws

The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of applicable law, including without limitation the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3 of the Exchange Act.  Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the PSUs and Dividend Equivalents shall be granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, this Agreement and the PSUs and Dividend Equivalents granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 5.8 -Section 409A

(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code and the Treasury Regulations relating thereto (together, “Section 409A”).  Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.8 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, the Participant shall have no discretion over or ability to control the actual year in which payment is made. 

(b)Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i).  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.  

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(c)Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A

Section 5.9 -Amendment

This Agreement may be amended without the consent of the Participant, except that no amendment of this Agreement shall, without the written consent of the Participant, impair any rights of the Participant under this Agreement.

Section 5.10 -Tax Withholding

Subject to Section 5.10(b) below, the Company’s obligation to issue or deliver to the Participant any certificate or certificates for Shares is expressly conditioned upon receipt from the Participant, on or prior to the date reasonably specified by the Company of all withholding taxes owed in connection with the PSUs and Dividend Equivalents by one of the following methods:

(i) Full payment (in cash or by check) of any amount that must be withheld by the Company, a Parent Corporation or Subsidiary for foreign, federal, state and/or local tax purposes;

(ii) Subject to the Administrator’s consent, full payment by delivery to the Company of unrestricted Shares previously owned by the Participant, duly endorsed for transfer to the Company by the Participant with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes;

(iii) With respect to any withholding tax obligations for PSUs that become vested, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the PSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(iv) Subject to the Administrator’s consent, a combination of payments provided for in the foregoing subsections (i), (iii) and (iii) (and/or in Section 5.10(b) below).

Notwithstanding Section 5.10(a), unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, a portion of the Shares (or cash, as applicable) deliverable with respect to vested PSUs and Dividend Equivalents that become payable with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes, in accordance with Section 11.2 of the Plan.

With respect to each individual who was an executive officer of the Company and subject to Section 16 of the Exchange Act on the Grant Date only, the Committee has consented to payment of tax withholding obligations under subsection Sections 5.10(a) and (c) and Section 5.10(b), as the Participant may elect during such time periods as the Company may permit in compliance with all applicable legal requirements.

Notwithstanding anything herein to the contrary, the number of Shares which may be withheld with

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respect to the payment of any PSUs and/or Dividend Equivalents in order to satisfy the Company’s foreign, federal, state and/or local tax withholding obligations with respect to the payment of the PSUs and/or Dividend Equivalents shall be no greater than the number of Shares which have a Fair Market Value on the date on which the withholding obligation raises equal to the aggregate amount of such withholding obligations based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and/or foreign income and payroll tax purposes

Section 5.11 -Clawback

Notwithstanding anything contained in the Agreement to the contrary, all PSUs and Dividend Equivalents awarded under this Agreement, and any Shares issued upon settlement hereunder shall be subject to forfeiture, or repayment pursuant to the terms of any policy that the Company may implement in compliance with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Section 5.12 -Governing Law

The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

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IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.

O-I GLASS, INC.

By:

Its:

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EX-10.3

EXHIBIT 10.3

O-I GLASS, INC.

THIRD AMENDED AND RESTATED

2017 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”), dated as of the grant date referenced above (the “Grant Date”) is made by and between O-I Glass, Inc., a Delaware corporation (the “Company”) and the person whose account for which this grant is being accepted, an employee or consultant of the Company, a Parent Corporation or a Subsidiary (the “Participant”).

WHEREAS, the Company has established the Third Amended and Restated 2017 Incentive Award Plan (as amended from time to time, the “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement);

WHEREAS, the Plan provides for the issuance of Restricted Stock Units (“RSUs”), subject to certain vesting conditions thereon and to other conditions stated herein;

WHEREAS, the Company is willing to invest in the Participant and, in doing so, to provide the Participant with access to know-how, proprietary information and technology, trade secrets, confidential commercial information, and/or customer details; and

WHEREAS, the Compensation and Talent Development Committee of the Board of Directors of the Company (the “Committee”) has determined it would be to the advantage and best interest of the Company and its stockholders to issue the RSUs provided for herein to the Participant in consideration of services rendered, or to be rendered, to the Company, a Parent Corporation or a Subsidiary.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below, unless the context clearly indicates to the contrary.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.  The masculine pronoun shall include the feminine and neuter, and the singular shall include the plural, where the context so indicates.

Section 1.1 - Cause

“Cause” shall mean the Participant’s dishonesty, disloyalty, misconduct, insubordination, failure to reasonably devote working time to assigned duties, failure or refusal to comply with any reasonable rule, regulation, standard or policy which from time to time may be established by the Company, including, without limitation, those policies set forth in the Company’s Policy Manual in effect from time to time, or failure to fully cooperate with any investigation of an alleged violation of any such rule, regulation, standard or policy.

Section 1.2 - Competing Business

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“Competing Business” shall mean each of the following companies and associations, including each of their parent, subsidiary and successor companies: Amcor, Anchor Glass Container Corporation, Ardagh Group SA, BA Vidro, Ball Corp, Can Manufacturers Institute, Crown Holdings, Inc., Plastics Industry Association, Silgan Holdings, Inc., Veraillia, Vetropack, and Vidrala.

Section 1.3 - Good Reason

“Good Reason” means the occurrence of any of the following without the prior written consent of the Participant:

(i)a material diminution in the Participant’s base compensation;

(ii) a material diminution in the Participant’s authority, duties or responsibilities (including, if Participant is then serving as the Chief Executive Officer or the Chief Financial Officer of the Company, any changes which result from Participant not being employed by a public company following a Change in Control);

(iii) a material change in the geographic location at which the Participant must perform services; or

(iv) any other action or inaction that constitutes a material breach by the Company of the terms of Participant’s employment as in effect immediately prior to a Change in Control.

Notwithstanding the foregoing, (a) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than thirty (30) days from the date of such notice) is given no later than thirty (30) days after the time at which the Participant becomes aware of the occurrence of the event or condition purportedly giving rise to Good Reason and (b) if there exists (without regard to this clause (b)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

Section 1.4 - Parent Corporation

“Parent Corporation” shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.5 - Retirement

“Retirement” shall mean, solely for purposes of this Agreement and only if the Participant is an Employee, the “separation from service” (within the meaning of Section 409A of the Code) of the Participant from the Company, a Parent Corporation or a Subsidiary after reaching the age of 60 and having 10 years of employment, or after reaching the age of 65.

ARTICLE II.

ISSUANCE OF RSUs

In consideration of the services rendered or to be rendered to the Company, a Parent Corporation or a Subsidiary and for other good and valuable consideration which the Committee has determined to be equal to the par value of the Shares, on the Grant Date, the Company awards to the Participant the number of RSUs specified

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for this grant in the Solium Shareworks Account accessible by the Participant. Each RSU is granted in tandem with a Dividend Equivalent, as further described in Section 3.5 below.  

ARTICLE III.

VESTING; PAYMENT

Section 3.1 - Vesting of RSUs

Except as otherwise provided in Section 3.2 below, one-third (1/3) of the total number of RSUs granted hereby shall vest on each of the first three anniversaries of the Grant Date (each such anniversary, a “Vesting Date”); provided, however, that notwithstanding the foregoing, the RSU shall vest in full (to the extent then-unvested) on the earliest to occur of (i) the date the Participant dies, provided, that the Participant has not experienced a Termination of Service prior to such date, (ii) if the Participant is an Employee, the date of such Participant’s Termination of Service due to Retirement, provided that the Participant has held the RSU for at least one (1) year from the Grant Date as of the date of Retirement, or (iii) the date of the Participant’s Termination of Service due to Disability.  

Section 3.2Effect of a Change in Control

Notwithstanding Section 3.1, in the event of a Change in Control:

(a)If the RSUs are not continued, assumed or new restricted stock units or other rights substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then immediately prior to the Change in Control the RSUs shall become fully vested subject to and effective on the Change in Control; or

(b)If the RSUs are continued, assumed or new restricted stock units or other rights are substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then the RSUs (as so continued or assumed) or such new restricted stock units or other rights, as applicable, shall become fully vested upon the Participant’s Termination of Service without Cause or by the Participant for Good Reason, in either case, prior to the second (2^nd) anniversary of the Change in Control.

Section 3.3 - Termination of RSUs

Upon the Participant’s Termination of Service for any reason, all then-unvested RSUs issued to the Participant pursuant to this Agreement (after taking into account any vesting that may occur in connection with such Termination of Service, if any) shall immediately terminate and be cancelled and forfeited.

Section 3.4 - Payment of RSUs

RSUs shall become payable, to the extent vested as follows:

1/3 of the RSUs on the first anniversary of the Grant Date;

1/3 of the RSUs on the second anniversary of the Grant Date; and

1/3 of the RSUs on the third anniversary of the Grant Date.

Section 3.5 – Dividend Equivalents

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A bookkeeping account will be established by the Company to which Dividend Equivalents equal to the product of (a) the number of RSUs subject to this Agreement, and (b) the dividends declared on a single share of Common Stock will be credited. To the extent the Participant becomes vested in any RSUs issued pursuant to this Agreement, the Dividend Equivalents corresponding to such RSUs will be converted to cash or additional Shares (as may be determined by the Administrator in its sole discretion) and will be paid to the Participant at the same time as the Shares of Common Stock are issued with respect to the vested RSUs.  The Participant shall not be entitled to payment of any Dividend Equivalents relating to dividends for which the applicable ex-dividend date occurs on or after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent.  

ARTICLE IV.

NON-COMPETITION/NON-SOLICITATION

Section 4.1 - Covenant Not to Compete

The Participant covenants and agrees that, to the extent enforceable in the jurisdiction in which Participant works and/or resides,  prior to the Participant’s Termination of Service and for a period of one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business.

Section 4.2 - Non-Solicitation of Employees

The Participant agrees that prior to the Participant’s Termination of Service and for one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any Employee of the Company, any Parent Corporation or any Subsidiary to leave the employment of the Company, any Parent Corporation or any Subsidiary for any reason whatsoever, or hire any Employee of the Company, any Parent Corporation or any Subsidiary except into the employment of the Company, a Parent Corporation or a Subsidiary.

Section 4.3-Equitable Relief

The Participant agrees that it is impossible to measure in money the damages that will accrue to the Company in the event that the Participant breaches any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.  Accordingly, in the event that the Participant breaches any such restrictive covenant, the Company shall be entitled to an injunction restraining the Participant from further violating such restrictive covenant.  If the Company shall institute any action or proceeding to enforce any such restrictive covenant, the Participant hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert such claim or defense.  The foregoing shall not prejudice the Company’s right to require the Participant to account for and pay over to the Company, and the Participant hereby agrees to account for and pay over, any compensation, profits, monies, accruals or other benefits derived or received by the Participant as a result of any transaction constituting a breach of any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.

ARTICLE V.

OTHER PROVISIONS

Section 5.1 - RSUs and Dividend Equivalents Not Transferable

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Neither the RSUs nor Dividend Equivalents, nor any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any such attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.1 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.2 - No Right to Continued Employment

Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ or service of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, any Parent Corporation or any Subsidiary, which are hereby expressly reserved, to discharge the Participant at any time for any reasons whatsoever, with or without Cause.

Section 5.3 - Conditions to Issuance of Stock Certificates

The Company shall not be required to issue or deliver any certificate or certificates for Shares pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a)The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Company shall, in its sole discretion, deem necessary or advisable; and

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable; and

(d)Subject to Section 5.10, the payment by the Participant of all amounts which, under federal, state or local tax law, the Company, a Parent Corporation or a Subsidiary is required to withhold upon vesting or payment of a RSU and/or Dividend Equivalent; and

(e)The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience.

Section 5.4 - Notices

Any notice to be delivered to the Company under this Agreement shall be delivered to such individual and in such form as the Committee shall specify from time to time and communicate to the Participant.  Any notice to be delivered to the Participant shall be addressed to the Participant at the Participant's last address reflected in the Company’s records.  Notices may be given electronically (or by facsimile), and will be deemed given when sent.  Otherwise, notices shall be sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

Section 5.5 - Rights as Stockholder

Participant shall not, by virtue of the RSUs granted hereby, be entitled to vote in any Company election, receive any dividend in respect of Shares subject to the RSUs (except as provided under Section 3.5 above) or exercise any other rights of a stockholder of the Company.  The RSUs shall not confer upon the Participant any

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rights of a stockholder of the Company unless and until the RSUs have vested and certificates representing the Shares subject to the RSUs shall have been issued by the Company pursuant to the terms of this Agreement.

Section 5.6 - Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.7 - Conformity to Laws

The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of applicable law, including without limitation the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3 of the Exchange Act.  Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the RSUs and Dividend Equivalents shall be granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, this Agreement and the RSUs and Dividend Equivalents granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 5.8 - Section 409A

(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code and the Treasury Regulations relating thereto (together, “Section 409A”).  Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.8 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, the Participant shall have no discretion over or ability to control the actual year in which payment is made. 

(b)Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i).  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.  

(c)Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.

Section 5.9 - Amendment

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This Agreement may be amended without the consent of the Participant, except that no amendment of this Agreement shall, without the written consent of the Participant, impair any rights of the Participant under this Agreement.

Section 5.10 - Tax Withholding

(a)Subject to Section 5.10(b) below, the Company’s obligation to issue or deliver to the Participant any certificate or certificates for Shares is expressly conditioned upon receipt from the Participant, on or prior to the date reasonably specified by the Company of all withholding taxes owed in connection with the RSUs and Dividend Equivalents by one of the following methods:

(i) Full payment (in cash or by check) of any amount that must be withheld by the Company, a Parent Corporation or Subsidiary for foreign, federal, state and/or local tax purposes;

(ii) Subject to the Administrator’s consent, full payment by delivery to the Company of unrestricted Shares previously owned by the Participant, duly endorsed for transfer to the Company by the Participant with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes;

(iii) With respect to any withholding tax obligations for RSUs that become vested, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(iv) Subject to the Administrator’s consent, a combination of payments provided for in the foregoing subsections (i), (iii) and (iii) (and/or in Section 5.10(b) below).

(b)Notwithstanding Section 5.10(a), unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, a portion of the Shares (or cash, as applicable) deliverable with respect to vested RSUs and Dividend Equivalents that become payable with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes, in accordance with Section 11.2 of the Plan.

(c)With respect to each individual who was an executive officer of the Company and subject to Section 16 of the Exchange Act on the Grant Date only, the Committee has consented to payment of tax withholding obligations under Sections 5.10(a) and (c) and Section 5.10(b), as the Participant may elect during such time periods as the Company may permit in compliance with all applicable legal requirements.

(d)Notwithstanding anything herein to the contrary, the number of Shares which may be withheld with respect to the payment of any RSUs and/or Dividend Equivalents in order to satisfy the Company’s foreign, federal, state and/or local tax withholding obligations with respect to the payment of the RSUs and/or Dividend Equivalents shall be no greater than the number of Shares which have a Fair Market Value on the date on which the withholding obligation raises equal to the aggregate amount of such withholding obligations based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and/or foreign income and payroll tax purposes.

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Section 5.11 - Clawback

Notwithstanding anything contained in the Agreement to the contrary, all RSUs and Dividend Equivalents awarded under this Agreement, and any Shares issued upon settlement hereunder shall be subject to forfeiture, or repayment pursuant to the terms of any policy that the Company may implement in compliance with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Section 5.12 - Governing Law

The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

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IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.

O-I GLASS, INC.

By:​ ​​ ​​ ​​ ​​ ​​ ​

Its:​ ​​ ​​ ​​ ​​ ​​ ​

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EX-10.4

EXHIBIT 10.4

O-I GLASS, INC.

THIRD AMENDED AND RESTATED

2017 INCENTIVE AWARD PLAN

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (“AGREEMENT”) is made by and between O-I Glass, Inc., a Delaware corporation (the “Company”) and the member of the Board of Directors of the Company whose account for which this grant is being accepted (the “Director”), effective as of the grant date referenced above (the “Grant Date”).

WHEREAS, the Company has established the Third Amended and Restated 2017 Incentive Award Plan (as amended from time to time, the “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement); and

WHEREAS, the Plan provides for the issuance of Restricted Stock Units (“RSUs”), subject to certain vesting conditions thereon and to other conditions stated herein; and

WHEREAS, the Board of Directors of the Company (the “Board”), after consultation with the Compensation and Talent Development Committee of the Board, has determined that it would be to the advantage and best interest of the Company and its stockholders to issue the RSUs provided for herein to the Director in consideration of services rendered, or to be rendered, to the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below, unless the context clearly indicates to the contrary.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.  The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates.

Section 1.1.Cause

“Cause” shall mean the Director’s dishonesty, disloyalty, misconduct, insubordination, failure to reasonably devote working time to assigned duties, failure or refusal to comply with any reasonable rule, regulation, standard or policy which from time to time may be established by the Company, including, without limitation, those policies set forth in the Company’s Policy Manual in effect from time to time, or failure to fully cooperate with any investigation of an alleged violation of any such rule, regulation, standard or policy.

Section 1.2.Disability

            “Disability” means the total disability of the Director, as determined in the sole discretion of the Administrator.

Section 1.3.Parent Corporation

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             “Parent Corporation” shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.4.     Retirement

“Retirement” shall mean the retirement and “separation from service” (within the meaning of Section 409A) of the Director from the Company, a Parent Corporation or a Subsidiary after reaching the Company’s normal retirement age or the early retirement of the Director from the Company, a Parent Corporation or a Subsidiary after reaching the age of 60.

 Section 1.5.Rule 16b-3

             “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

 Section 1.6.Secretary

“Secretary” shall mean the Secretary of the Company. 

ARTICLE II.

ISSUANCE OF RSUs

 Section 2.1.Issuance of RSUs

              In consideration of the services rendered or to be rendered to the Company, a Parent Corporation or a Subsidiary and for other good and valuable consideration which the Board has determined to be equal to the par value of its Common Stock, on the Grant Date, the Company awards to the Director the number of RSUs specified for this grant in the Director’s Shareworks Account, upon the terms and conditions set forth in this Agreement. Each RSU is granted in tandem with a Dividend Equivalent, as further described in Section 3.5 below.  

 Section 2.2.No Right to Continued Service

             Nothing in this Agreement or in the Plan shall confer upon the Director any right to continue serving as a member of the Board.

ARTICLE III.

VESTING; PAYMENT

 Section 3.1.Vesting of RSUs

(a)Except as otherwise provided in Section 3.1(b) and in Section 3.4 below, the RSUs shall vest in their entirety on the date of the Company’s annual meeting of shareholders at which directors are elected to the

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Board following the Grant Date (such date, the “Annual Meeting Date”) or such earlier date as the Director experiences a Termination of Service by reason of the Director’s death, Disability or Retirement. 

(b)If, prior to the Annual Meeting Date, the Director experiences a Termination of Service other than by reason of (i) the Director’s death, Disability or Retirement or (ii) a Termination of Service by the Company, a Parent Corporation or a Subsidiary for Cause, such Director shall immediately vest in a number of RSUs equal to the total number of RSUs granted hereby multiplied by a fraction, the numerator of which is the number of days from the Grant Date to the date of the Termination of Service and the denominator of which is the number of days from the Grant Date to the Annual Meeting Date. 

 Section 3.2.Termination of RSUs

             Upon the Director’s Termination of Service for any reason, all then-unvested RSUs issued to the Director pursuant to this Agreement (after taking into account any vesting that may occur in connection with such Termination of Service, if any) shall immediately terminate and be cancelled and forfeited. 

 Section 3.3.Payment of RSUs

             Vested RSUs shall be paid in Shares within 30 days after the date on which the applicable RSU vests.  Each vested RSU shall entitle the Director to receive one Share. 

 Section 3.4.Change in Control

             Notwithstanding any other provision of this Agreement, upon a Change in Control, the Administrator shall provide by resolution adopted prior to such event that, at some time prior to the effective date of such event, all then-outstanding RSUs shall fully vest.

Section 3.5.Dividend Equivalents

A bookkeeping account will be established by the Company to which Dividend Equivalents equal to the product of (a) the number of RSUs subject to this Agreement, and (b) the dividends declared on a single share of Common Stock will be credited. To the extent the Director becomes vested in any RSUs issued pursuant to this Agreement, the Dividend Equivalents corresponding to such RSUs will be converted to cash or additional Shares (as may be determined by the Administrator in its sole discretion) and will be paid to the Director at the same time as the Shares of Common Stock are issued with respect to the vested RSUs.  The Director shall not be entitled to payment of any Dividend Equivalents relating to dividends for which the applicable ex-dividend date occurs on or after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent.  

ARTICLE IV.

MISCELLANEOUS

 Section 4.1.Administration

             The Administrator shall have the power to interpret the Plan and this Agreement, and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules.  All action taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Director, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs and/or Dividend Equivalents, and all members

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of the Administrator shall be fully protected by the Company in respect of any such action, determination or interpretation.

 Section 4.2.RSUs and Dividend Equivalents Not Transferable

             Neither the RSUs nor Dividend Equivalents, nor any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of the Director or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any such attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 4.3.Conditions to Issuance of Stock Certificates

The Company shall not be required to issue or deliver any certificate or certificates for Shares pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a)        The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)        The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Company shall, in its sole discretion, deem necessary or advisable; and

(c)        The obtaining of any approval or other clearance from any state or federal governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable; and

(d)        The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience.

 Section 4.4.Notices

             Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Director shall be addressed to the Director at the address given beneath the Director’s signature hereto.  By a notice given pursuant to this Section 4.4, either party may hereafter designate a different address for notices to be given to it, him or her.  Any notice which is required to be given to the Director shall, if the Director is then deceased, be given to the Director’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 4.4.  Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

 Section 4.5.Rights as Stockholder

             The Director shall not, by virtue of any RSU granted hereby, be entitled to vote in any Company election, receive any dividend in respect of the Shares subject to any RSU (except as provided under Section 3.5 above) or exercise any other rights of a stockholder of the Company.  The RSUs shall not confer upon the Director any rights of a stockholder of the Company unless and until such RSUs have vested and Shares have been distributed in respect of such RSUs.

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 Section 4.6.Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 Section 4.7.Conformity to Laws

             The Director acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of applicable law, including without limitation the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3 of the Exchange Act.  Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the RSUs and Dividend Equivalents shall be granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, this Agreement and the RSUs and Dividend Equivalents granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 4.8.Section 409A

(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code and the Treasury Regulations relating thereto (together, “Section 409A”).  Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 4.8 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, the Director shall have no discretion over or ability to control the actual year in which payment is made. 

(b)Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Director under this Agreement during the six (6)-month period following the Director’s “separation from service” to the extent that the Administrator determines that the Director is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i).  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Director in a lump-sum all amounts that would have otherwise been payable to the Director during such six (6)-month period under this Agreement.  For the avoidance of doubt, any amounts payable upon a Termination of Service shall only be paid upon the Director’s “separation from service” (within the meaning of Section 409A).

(c)Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.  

Section 4.9.Amendments

This Agreement may be amended without the consent of the Director, except that no amendment of this Agreement shall, without the consent of the Director, impair any rights of the Director under this Agreement.

Section 4.10.Tax Withholding

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To the extent the Company, any Parent Corporation or a Subsidiary has any withholding obligations for the RSUs and/or Dividend Equivalents upon grant, vesting or payment hereunder, the Company will, unless the Director elects otherwise, automatically retain a portion of the Shares (or cash, as applicable) otherwise deliverable in respect of such vested RSUs and corresponding Dividend Equivalents with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for federal, state and/or local tax purposes.  The Director may, however, elect to pay the Company, any Parent Corporation or a Subsidiary the amount of any required withholdings in cash or by check and not have Shares (or cash, as applicable) withheld.  

Section 4.11.Clawback

Notwithstanding anything contained in the Agreement to the contrary, all RSUs and Dividend Equivalents awarded under this Agreement, and any Shares issued upon settlement hereunder shall be subject to forfeiture, or repayment pursuant to the terms of any policy that the Company may implement in compliance with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

 Section 5.12.Governing Law

             This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.

O-I GLASS, INC.

By:

Its:

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EX-10.5

EXHIBIT 10.5

O-I GLASS, INC.

SECOND AMENDED AND RESTATED

2017 INCENTIVE AWARD PLAN

PERFORMANCE STOCK UNIT AGREEMENT

THIS PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”), dated as of the grant date referenced above (the “Grant Date”) is made by and between O-I Glass, Inc., a Delaware corporation (the “Company”) and the person whose account for which this grant is being accepted, an employee or consultant of the Company, a Parent Corporation or a Subsidiary (the “Participant”):

WHEREAS, the Company has established the Second Amended and Restated 2017 Incentive Award Plan (as amended from time to time, the “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement);

WHEREAS, the Plan provides for the issuance of performance-based Restricted Stock Units (“PSUs”), subject to vesting based on performance conditions and to other conditions stated herein;

WHEREAS, the Company is willing to invest in the Participant and, in doing so, to provide the Participant with access to know-how, proprietary information and technology, trade secrets, confidential commercial information, and/or customer details; and

WHEREAS, the Compensation and Talent Development Committee of the Board of Directors of the Company (the “Committee”) has determined it would be to the advantage and best interest of the Company and its stockholders to issue the PSUs provided for herein to the Participant in consideration of services rendered, or to be rendered, to the Company, a Parent Corporation or a Subsidiary.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below, unless the context clearly indicates to the contrary.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.  The masculine pronoun shall include the feminine and neuter, and the singular shall include the plural, where the context so indicates.

Section 1.1 - Cause

“Cause” shall mean the Participant’s dishonesty, disloyalty, misconduct, insubordination, failure to reasonably devote working time to assigned duties, failure or refusal to comply with any reasonable rule, regulation, standard or policy which from time to time may be established by the Company, including, without limitation, those policies set forth in the Company’s Policy Manual in effect from time to time, or failure to fully cooperate with any investigation of an alleged violation of any such rule, regulation, standard or policy.

Section 1.2 - Competing Business

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“Competing Business” shall mean each of the following companies and associations, including each of their parent, subsidiary and successor companies: Amcor, Anchor Glass Container Corporation, Ardagh Group SA, BA Vidro, Ball Corp, Can Manufacturers Institute, Crown Holdings, Inc., Plastics Industry Association, Silgan Holdings, Inc., Veraillia, Vetropack, and Vidrala.  

Section 1.3 - Good Reason

“Good Reason” means the occurrence of any of the following without the prior written consent of the Participant:

(i)a material diminution in the Participant’s base compensation;

(ii) a material diminution in the Participant’s authority, duties or responsibilities (including, if Participant is then serving as the Chief Executive Officer or the Chief Financial Officer of the Company, any changes which result from Participant not being employed by a public company following a Change in Control);

(iii) a material change in the geographic location at which the Participant must perform services; or

(iv) any other action or inaction that constitutes a material breach by the Company of the terms of Participant’s employment as in effect immediately prior to a Change in Control.

Notwithstanding the foregoing, (a) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than thirty (30) days from the date of such notice) is given no later than thirty (30) days after the time at which the Participant becomes aware of the occurrence of the event or condition purportedly giving rise to Good Reason and (b) if there exists (without regard to this clause (b)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

Section 1.4 - Parent Corporation

“Parent Corporation” shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.5Performance Period

“Performance Period” shall mean [ ⚫ ] through [ ⚫ ], or such shorter period ending on any Vesting Date occurring prior to [ ⚫ ].

Section 1.6-Retirement

“Retirement” shall mean, solely for purposes of this Agreement and only if the Participant is an Employee, the “separation from service” (within the meaning of Section 409A of the Code) of a Participant from the Company, a Parent Corporation or a Subsidiary after reaching the age of 60 and having 10 years of employment, or after reaching the age of 65.

Section 1.7 - Vesting Date

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“Vesting Date” shall mean [ ⚫ ] (or, if earlier, the date on which the PSU becomes vested under Section 3.2(a) of this Agreement).

ARTICLE II.

ISSUANCE OF PSUs

In consideration of the services rendered or to be rendered to the Company, a Parent Corporation or a Subsidiary and for other good and valuable consideration which the Committee has determined to be equal to the par value of the Shares, on the Grant Date the Company awards to the Participant the number of PSUs specified for this grant in the Solium Shareworks Account accessible by the Participant.Each PSU is granted in tandem with a Dividend Equivalent, as further described in Section 3.5 below.  

ARTICLE III.

VESTING; PAYMENT

Section 3.1 - Vesting of PSUs

Except as otherwise provided in Section 3.2(a) below, the PSUs shall be eligible to become earned in accordance with Section 3.4 and shall vest, to the extent earned, on [ ⚫ ], provided that the Participant does not experience a Termination of Service prior to such date and subject to Section 3.3 below.  

Section 3.2 - Effect of a Change in Control

Notwithstanding Section 3.1, in the event of a Change in Control:

(a)If the PSUs are not continued, assumed or new restricted stock units (performance-based or otherwise) or other rights substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then immediately prior to the Change in Control the PSUs shall become fully vested and payable at target levels subject to and effective on the Change in Control; or

(b)If the PSUs are continued, assumed or new restricted stock units (performance-based or otherwise) are substituted therefor by a successor, or any parent or subsidiary thereof, under Section 13.2(b)(ii) of the Plan, then, upon the Participant’s Termination of Service without Cause or by the Participant for Good Reason, in either case, prior to the second (2^nd) anniversary of the Change in Control, the PSUs (as so continued or assumed) or such new restricted stock units or other rights, as applicable, shall remain outstanding and eligible to vest (to the extent earned pursuant to Section 3.4(b)) on the Vesting Date.  

Section 3.3 - Termination of PSUs

(a)Upon the Participant’s Termination of Service for any reason, all then-unvested PSUs issued to the Participant pursuant to this Agreement (after taking into account any vesting that may occur in connection with such Termination of Service, if any) shall immediately terminate and be cancelled and forfeited.

(b)Notwithstanding the foregoing, in the event that (i) the Participant dies, (ii) the Participant (if such Participant is an Employee) incurs a Termination of Service due to Retirement or (iii) the Participant incurs a Termination of Service due to Disability, in any case, the PSUs shall remain outstanding and eligible to vest on the Vesting Date with respect to the PSUs that are earned in accordance with Section 3.4(b) (and any PSUs that

3

do not become earned and vested on the Vesting Date in accordance with this Section 3.3(b) shall be cancelled and forfeited on the Vesting Date).

(c)Further notwithstanding the foregoing, if the Participant experiences a Termination of Service resulting from the Company’s discharge of the Participant without Cause, the PSUs shall remain outstanding and eligible to vest on the Vesting Date in (i) that number of PSUs previously “banked” pursuant to Section 3.4(b) below with respect to any completed fiscal year during the Performance Period plus (ii) a pro-rata portion of the number of PSUs that would have been earned and “banked” in accordance with Section 3.4(b) upon completion of the fiscal year of the Participant’s Termination of Service (had such Termination of Service not occurred) based upon actual performance for such fiscal year, determined by multiplying the total number of such PSUs that would have earned and “banked” in accordance with Section 3.4(b) by a fraction, the numerator of which is the number of days from the first day of the fiscal year in which the Termination of Service occurs (or, if the Termination of Service occurs during the first fiscal year of the Performance Period, the Grant Date) through the date of Participant’s Termination of Service and the denominator of which is the number of days from the first day of the fiscal year in which the Termination of Service occurs (or, if the Termination of Service occurs during the first fiscal year of the Performance Period, the Grant Date) through the last day of the fiscal year in which the Termination of Service occurred (and any PSUs that do not become earned and vested on the Vesting Date in accordance with this Section 3.3(c) shall be cancelled and forfeited on the Vesting Date).    

Section 3.4 - Payment of PSUs

(a)Except as provided under Section 3.2(a), vested PSUs that are earned in accordance with Section 3.4(b) shall be paid, as soon as practicable after [ ⚫ ] and not later than March 15^th of the calendar year immediately following the last fiscal year of the Performance Period.  

(b)One-third of the total number of PSUs granted hereby will be eligible to be earned and “banked” following the end of each fiscal year ending during the Performance Period and, such PSUs shall entitle the Participant to receive a number of Shares, if any, determined by the addition of: (i) the Company’s EPS (as defined below) performance for such fiscal year at a weight of [ □ ]% and (ii) the Company’s Return on Invested Capital (as defined below) performance for such fiscal year at a weight of [ □ ]%, with the total of that summation multiplied by (iii) the r-TSR Multiplier for the Performance Period (as defined below).

◾EPS.  For the Company’s [ ⚫ ] fiscal year, the Company’s target EPS level shall equal $[ □ ].  The Administrator shall determine the target EPS level for each subsequent fiscal year occurring during the Performance Period no later than 90 days following the beginning of the applicable fiscal year; provided, that the target EPS level for each of the Company’s [ ⚫ ] and [ ⚫ ] fiscal years shall equal an [ □ ]% and [ □ ]%, respectively, compound annual growth rate over the preceding fiscal year’s actual EPS.  The Company’s minimum EPS level for each fiscal year during the Performance Period shall equal [ ⚫ ]% of the target EPS level for such fiscal year and the Company’s maximum EPS level for each fiscal year during the Performance Period shall equal [ ⚫ ]% of the target EPS level for such fiscal year.  For purposes hereof, “EPS” shall mean, for each fiscal year ending during the Performance Period, “diluted earnings per share” from continuing operations before items that management considers not representative of ongoing operations, as reported by the Company in its earnings release for each of the Company’s fiscal years ending during the Performance Period and adjusted for the impact of acquisitions and divestitures and to exclude the effect of non-service pension costs. Results between the minimum and target EPS, and results between the target and maximum EPS, shall be interpolated per the attached charts, as determined by the Committee.

◾ROIC.  For the Company’s [ ⚫ ] fiscal year, the Company’s target Return on Invested Capital level

4

shall equal [ □ ]%.  The Administrator shall determine the target Return on Invested Capital level for each subsequent fiscal year occurring during the Performance Period no later than 90 days following the beginning of the applicable fiscal year; provided, that the target Return on Invested Capital level for each of the Company’s [ ⚫ ] and [ ⚫ ] fiscal years shall equal [ □ ]bps and [ □ ]bps, respectively, above the preceding fiscal year’s actual Return on Invested Capital.  For purposes hereof, “Return on Invested Capital” shall mean, with respect to each fiscal year of the Company ending during the Performance Period, the number calculated by multiplying (a) the Company’s earnings before interest, taxes and items that management considers not representative of ongoing operations for such fiscal year times (b) one minus the Company’s tax rate for the applicable full fiscal year, and dividing the product thereof by the sum of the (x) Company’s total debt and (y) total share owners’ equity, all as reflected on the Company’s consolidated balance sheet for the applicable fiscal year and adjusted for the impact of acquisitions and divestitures. For purposes of computing total share owners’ equity for the denominator of this calculation, the accumulated other comprehensive income related to pension and retiree medical shall be held constant for each year of the Performance Period at the amount reflected on the Company’s consolidated balance sheet as of [ ⚫ ]. The Company’s minimum Return on Invested Capital level for each fiscal year during the Performance Period shall equal [ ⚫ ]% of the target Return on Invested Capital level for such fiscal year and the Company’s maximum Return on Invested Capital level for each fiscal year during the Performance Period shall equal [ ⚫ ]% of the target Return on Invested Capital level for such fiscal year.  Results between the minimum and target Return on Invested Capital, and results between the target and maximum Return on Invested Capital, shall be linearly interpolated per the attached charts, as determined by the Committee.

◾r-TSR.  For purposes of this Agreement, “r-TSR Multiplier” shall mean: (a) if the Company’s r-TSR (as defined below) for the Performance Period is less than or equal to the [ ⚫ ] percentile, [ ⚫ ]; or (b) if the Company’s r-TSR for the Performance Period is equal to or above the [ ⚫ ] percentile, [ ⚫ ].  Results above the [ ⚫ ] percentile, but less than the [ ⚫ ] percentile performance shall be interpolated as per the attached charts, as determined by the Committee. For purposes hereof, “r-TSR” means, the relative rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period of the Common Stock as compared to that of the shares of common stock of each member of the Peer Group (as defined below).  For purposes of calculating r-TSR, the beginning stock price for the Company and each member of the Peer Group will be based on the closing price on the last trading day to occur immediately prior to the first day of the Performance Period on the principal stock exchange on which the stock is then traded and the ending stock price for the Company and each member of the Peer Group will be based on the closing price on the last trading day of the Performance Period on the principal stock exchange on which the stock then trades (and also adjusted for any stock splits). The “Peer Group” means the S&P 1500 – Materials (GICS# 1510) as of the Grant Date.  The Committee may, in its discretion, adjust r-TSR to reflect acquisitions or dispositions of Peer Group members, stock splits applicable to the Company and/or members of the Peer Group and the bankruptcy or delisting of a member of the Peer Group.

If the Company’s performance for any fiscal year during the Performance Period falls below either minimum EPS amount or minimum Return on Invested Capital amount, the weighting of such EPS or Return on Invested Capital component shall equal 0% for such fiscal year, but shall not affect any other measure of performance or any other fiscal year.  If the Company fails to meet or exceed both the minimum EPS amount and minimum Return on Invested Capital amount for any fiscal year during the Performance Period, no PSUs will become payable hereunder with respect to such fiscal year during the Performance Period.  Conversely, to the extent the Company’s performance exceeds either or both the maximum EPS amount and the maximum Return on Invested Capital amount for any fiscal year during the Performance Period, no amounts in excess of such

5

maximum performance shall be taken into account in determining the amount payable with respect to the PSUs with respect to such fiscal year.  Charts illustrating the [ ⚫ ] performance measures are shown in Attachment A.

Section 3.5 – Dividend Equivalents

A bookkeeping account will be established by the Company to which Dividend Equivalents equal to the product of (a) the number of PSUs subject to this Agreement, and (b) the dividends declared on a single share of Common Stock will be credited. To the extent the Participant becomes vested in any PSUs issued pursuant to this Agreement, the Dividend Equivalents corresponding to such PSUs will be converted to cash or additional Shares (as may be determined by the Administrator in its sole discretion) and will be paid to the Participant at the same time as the Shares of Common Stock are issued with respect to the vested PSUs.  The Participant shall not be entitled to payment of any Dividend Equivalents relating to dividends for which the applicable ex-dividend date occurs on or after the earlier to occur of the payment or forfeiture of the PSU underlying such Dividend Equivalent.

ARTICLE IV.

NON-COMPETITION/NON-SOLICITATION

Section 4.1 - Covenant Not to Compete

The Participant covenants and agrees that, to the extent enforceable in the jurisdiction in which Participant works and/or resides, prior to the Participant’s Termination of Service and for a period of one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business.

Section 4.2 - Non-Solicitation of Employees

The Participant agrees that prior to the Participant’s Termination of Service and for one (1) year following the Participant’s Termination of Service for any reason, including, without limitation, a termination for Cause or without Cause or due to the Participant’s resignation or Retirement, the Participant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any Employee of the Company, any Parent Corporation or any Subsidiary to leave the employment of the Company, any Parent Corporation or any Subsidiary for any reason whatsoever, or hire any Employee of the Company, any Parent Corporation or any Subsidiary except into the employment of the Company, a Parent Corporation or a Subsidiary.

Section 4.3-Equitable Relief

The Participant agrees that it is impossible to measure in money the damages that will accrue to the Company in the event that the Participant breaches any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.  Accordingly, in the event that the Participant breaches any such restrictive covenant, the Company shall be entitled to an injunction restraining the Participant from further violating such restrictive covenant.  If the Company shall institute any action or proceeding to enforce any such restrictive covenant, the Participant hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert such claim or defense.  The foregoing shall not prejudice the Company’s right to require the Participant to account for and pay over to the Company, and the Participant hereby agrees to account for and pay over, any compensation, profits, monies, accruals or other benefits derived or received by the Participant as a result of any transaction constituting a breach of any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.

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ARTICLE V.

OTHER PROVISIONS

Section 5.1 - PSUs and Dividend Equivalents Not Transferable

Neither the PSUs nor Dividend Equivalents, nor any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any such attempted disposition thereof shall be null and void and of no effect; provided however, that this Section 5.1 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.2 - No Right to Continued Employment

Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ or service of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, any Parent Corporation or any Subsidiary, which are hereby expressly reserved, to discharge the Participant at any time for any reasons whatsoever, with or without Cause.

Section 5.3 - Conditions to Issuance of Stock Certificates

The Company shall not be required to issue or deliver any certificate or certificates for Shares pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a)The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Company shall, in its sole discretion, deem necessary or advisable; and

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable; and

(d)Subject to Section 5.10, the payment by the Participant of all amounts which, under federal, state or local tax law, the Company, a Parent Corporation or a Subsidiary is required to withhold upon vesting or payment of a PSU and/or Dividend Equivalent; and

(e)The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience.

Section 5.4 - Notices

Any notice to be delivered to the Company under this Agreement shall be delivered to such individual and in such form as the Committee shall specify from time to time and communicate to the Participant.  Any notice to be delivered to the Participant shall be addressed to the Participant at the Participant’s last address reflected in the Company’s records.  Notices may be given electronically (or by facsimile), and will be deemed given when

7

sent.  Otherwise, notices shall be sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

Section 5.5 - Rights as Stockholder

Participant shall not, by virtue of the PSUs granted hereby, be entitled to vote in any Company election, receive any dividend in respect of Shares subject to the PSUs (except as provided under Section 3.5 above) or exercise any other rights of a stockholder of the Company.  The PSUs shall not confer upon the Participant any rights of a stockholder of the Company unless and until the PSUs have vested and certificates representing the Shares subject to the PSUs shall have been issued by the Company pursuant to the terms of this Agreement.

Section 5.6 -Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.7 -Conformity to Laws

The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of applicable law, including without limitation the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3 of the Exchange Act.  Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the PSUs and Dividend Equivalents shall be granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, this Agreement and the PSUs and Dividend Equivalents granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 5.8 -Section 409A

(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code and the Treasury Regulations relating thereto (together, “Section 409A”).  Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.8 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, the Participant shall have no discretion over or ability to control the actual year in which payment is made. 

(b)Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i).  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.  

8

(c)Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A

Section 5.9 -Amendment

This Agreement may be amended without the consent of the Participant, except that no amendment of this Agreement shall, without the written consent of the Participant, impair any rights of the Participant under this Agreement.

Section 5.10 -Tax Withholding

Subject to Section 5.10(b) below, the Company’s obligation to issue or deliver to the Participant any certificate or certificates for Shares is expressly conditioned upon receipt from the Participant, on or prior to the date reasonably specified by the Company of all withholding taxes owed in connection with the PSUs and Dividend Equivalents by one of the following methods:

(i) Full payment (in cash or by check) of any amount that must be withheld by the Company, a Parent Corporation or Subsidiary for foreign, federal, state and/or local tax purposes;

(ii) Subject to the Administrator’s consent, full payment by delivery to the Company of unrestricted Shares previously owned by the Participant, duly endorsed for transfer to the Company by the Participant with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes;

(iii) With respect to any withholding tax obligations for PSUs that become vested, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the PSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(iv) Subject to the Administrator’s consent, a combination of payments provided for in the foregoing subsections (i), (iii) and (iii) (and/or in Section 5.10(b) below).

Notwithstanding Section 5.10(a), unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, a portion of the Shares (or cash, as applicable) deliverable with respect to vested PSUs and Dividend Equivalents that become payable with an aggregate Fair Market Value (determined on the date such withholding obligation arises) equal to the amount that must be withheld by the Company, a Parent Corporation or a Subsidiary for foreign, federal, state and/or local tax purposes, in accordance with Section 11.2 of the Plan.

With respect to each individual who was an executive officer of the Company and subject to Section 16 of the Exchange Act on the Grant Date only, the Committee has consented to payment of tax withholding obligations under subsection Sections 5.10(a) and (c) and Section 5.10(b), as the Participant may elect during such time periods as the Company may permit in compliance with all applicable legal requirements.

Notwithstanding anything herein to the contrary, the number of Shares which may be withheld with

9

respect to the payment of any PSUs and/or Dividend Equivalents in order to satisfy the Company’s foreign, federal, state and/or local tax withholding obligations with respect to the payment of the PSUs and/or Dividend Equivalents shall be no greater than the number of Shares which have a Fair Market Value on the date on which the withholding obligation raises equal to the aggregate amount of such withholding obligations based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and/or foreign income and payroll tax purposes

Section 5.11 -Clawback

Notwithstanding anything contained in the Agreement to the contrary, all PSUs and Dividend Equivalents awarded under this Agreement, and any Shares issued upon settlement hereunder shall be subject to forfeiture, or repayment pursuant to the terms of any policy that the Company may implement in compliance with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Section 5.12 -Governing Law

The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

10

IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.

O-I GLASS, INC.

By:

Its:

11

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Andres A. Lopez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of O-I Glass, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 26, 2022	/s/ Andres A. Lopez
		Andres A. Lopez
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, John A. Haudrich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of O-I Glass, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 26, 2022	/s/ John A. Haudrich
		John A. Haudrich
		Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of O-I Glass, Inc. (the “Company”) hereby certifies that to such officer’s knowledge:

(i)the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:April 26, 2022	/s/ Andres A. Lopez
	Andres A. Lopez
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of O-I Glass, Inc. (the “Company”) hereby certifies that to such officer’s knowledge:

(i)the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 26, 2022	/s/ John A. Haudrich
	John A. Haudrich
	Senior Vice President and Chief Financial Officer

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2022 shares
Cover
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	1-9576
Entity Registrant Name	O-I GLASS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2781933
Entity Address, Address Line One	One Michael Owens Way
Entity Address, City or Town	Perrysburg
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43551
City Area Code	567
Local Phone Number	336-5000
Title of 12(b) Security	Common Stock, $.01 par value
Security Exchange Name	NYSE
Trading Symbol	OI
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	156,215,929
Entity Central Index Key	0000812074
Amendment Flag	false
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
Net sales	$ 1,692	$ 1,500
Revenue, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember
Cost of goods sold	$ (1,388)	$ (1,256)
Gross profit	304	244
Selling and administrative expense	(119)	(102)
Research, development and engineering expense	(23)	(18)
Interest expense, net	(66)	(51)
Equity earnings	23	18
Other income (expense), net	51	(156)
Earnings (loss) before income taxes	170	(65)
Provision for income taxes	(48)	(26)
Net earnings (loss)	122	(91)
Net earnings attributable to non-controlling interests	(34)	(6)
Net earnings (loss) attributable to the Company	$ 88	$ (97)
Basic earnings per share:
Net earnings (loss) attributable to the Company (in dollars per share)	$ 0.56	$ (0.62)
Weighted average shares outstanding (thousands) (in shares)	155,849	157,571
Diluted earnings per share:
Net earnings (loss) attributable to the Company (in dollars per share)	$ 0.55	$ (0.62)
Weighted average diluted shares outstanding (thousands) (in shares)	158,798	157,571

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CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	$ 122	$ (91)
Other comprehensive income (loss):
Foreign currency translation adjustments	135	(85)
Pension and other postretirement benefit adjustments, net of tax	18	20
Change in fair value of derivative instruments, net of tax	3	13
Other comprehensive income (loss)	156	(52)
Total comprehensive income (loss)	278	(143)
Comprehensive income attributable to non-controlling interests	(39)	(2)
Comprehensive income (loss) attributable to the Company	$ 239	$ (145)

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Current assets:
Cash and cash equivalents	$ 519	$ 725	$ 742
Trade receivables, net of allowance of $30 million, $28 million, and $32 million at March 31, 2022, December 31, 2021 and March 31, 2021	900	692	714
Inventories	837	816	827
Prepaid expenses and other current assets	234	237	203
Assets held for sale		49
Total current assets	2,490	2,519	2,486
Property, plant and equipment, net	2,833	2,817	2,791
Goodwill	1,863	1,840	1,880
Intangibles, net	283	286	310
Other assets	1,408	1,370	1,358
Total assets	8,877	8,832	8,825
Current liabilities:
Accounts payable	1,169	1,210	998
Short-term loans and long-term debt due within one year	67	72	180
Other liabilities	514	551	524
Liabilities held for sale		13
Total current liabilities	1,750	1,846	1,702
Long-term debt	4,621	4,753	5,168
Paddock support agreement liability	625	625	625
Other long-term liabilities	779	781	1,068
Share owners' equity	1,102	827	262
Total liabilities and share owners' equity	$ 8,877	$ 8,832	$ 8,825

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Trade receivables allowance	$ 30	$ 28	$ 32

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CONDENSED CONSOLIDATED CASH FLOWS - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net earnings (loss)		$ 122	$ (91)
Non-cash charges
Depreciation and amortization		116	115
Pension expense		8	8
Charge related to Paddock support agreement liability			154
Gain on sale of divested business		(55)
Cash payments
Pension contributions		(6)	(18)
Cash paid for restructuring activities		(4)	(3)
Change in components of working capital		(259)	(229)
Other, net (a)	[1]	5	8
Cash utilized in operating activities		(73)	(56)
Cash flows from investing activities:
Cash payments for property, plant and equipment		(96)	(93)
Cash proceeds on disposal of other businesses and misc. assets		96	4
Cash proceeds on sale of ANZ businesses, net of transaction costs			58
Other		(2)
Cash utilized in investing activities		(2)	(31)
Cash flows from financing activities:
Changes in borrowings, net		(112)	290
Payment of finance fees		(20)
Shares repurchased		(10)
Net cash payments for hedging activity		(7)
Issuance of common stock and other		(3)	(2)
Cash provided by (utilized in) financing activities		(152)	288
Effect of exchange rate fluctuations on cash		21	(22)
Change in cash		(206)	179
Cash at beginning of period		725	563
Cash at end of period		$ 519	$ 742

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

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Segment Information

3 Months Ended

Mar. 31, 2022

Segment Information

Segment Information

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 remaining businesses in the Asia Pacific region that do not meet the criteria of an individually reportable segment after the sale of the Company’s Australia and New Zealand businesses in 2020. 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 (loss) before interest income, interest expense, and benefit (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 our chief executive officer), uses segment operating profit, in combination with net sales and selected cash flow information, to evaluate performance and to 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 U.S. GAAP and, therefore, does not purport to be an alternative to earnings (loss) before income taxes. Further, the Company's measure of segment operating profit may not be comparable to similarly titled measures of other companies.
​

Financial information for the three months ended March 31, 2022 and 2021 regarding the Company’s reportable segments is as follows:

	Three months ended March 31,
	2022		2021
Net sales:
Americas	$	940	$	837
Europe		708		639
Reportable segment totals		1,648		1,476
Other		44		24
Net sales	$	1,692	$	1,500

	Three months ended March 31,
	2022		2021
Earnings (loss) before income taxes	$	170	$	(65)
Items excluded from segment operating profit:
Retained corporate costs and other		50		35
Gain on sale of divested business		(55)
Charge related to Paddock support agreement liability				154
Interest expense, net		66		51
Segment operating profit	$	231	$	175
Americas		129		100
Europe		102		75
Reportable segment totals	$	231	$	175

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

	March 31,		December 31,		March 31,
	2022		2021		2021
Total assets:
Americas	$	5,097	$	4,853	$	4,755
Europe		3,378		3,513		3,536
Reportable segment totals		8,475		8,366		8,291
Other		402		466		534
Consolidated totals	$	8,877	$	8,832	$	8,825

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Revenue

3 Months Ended

Mar. 31, 2022

Revenue

Revenue

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. 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-month periods ended March 31, 2022 and March 31, 2021, 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 Sheet.

The following tables for the three months ended March 31, 2022 and 2021 disaggregate the Company’s revenue by customer end use:

	Three months ended March 31, 2022
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	575	$	536	$	1,111
Food and other		214		110		324
Non-alcoholic beverages		151		62		213
Reportable segment totals	$	940	$	708	$	1,648
Other						44
Net sales					$	1,692
	Three months ended March 31, 2021
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	502	$	477	$	979
Food and other		209		118		327
Non-alcoholic beverages		126		44		170
Reportable segment totals	$	837	$	639	$	1,476
Other						24
Net sales					$	1,500

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Credit Losses

3 Months Ended

Mar. 31, 2022

Credit Losses

Credit Losses

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 March 31, 2022 and March 31, 2021, the Company reported $900 million and $714 million of accounts receivable, respectively, net of allowances of $30 million and $32 million, respectively. Changes in the allowance were not material for each of the three months ended March 31, 2022 and March 31, 2021.

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Inventories

3 Months Ended

Mar. 31, 2022

Inventories

Inventories

4. Inventories

Major classes of inventory at March 31, 2022, December 31, 2021 and March 31, 2021 are as follows:

	March 31,		December 31,		March 31,
	2022		2021		2021
Finished goods	$	676	$	659	$	672
Raw materials		121		119		119
Operating supplies		40		38		36
	$	837	$	816	$	827

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Derivative Instruments

3 Months Ended

Mar. 31, 2022

Derivative Instruments

Derivative Instruments

5. Derivative Instruments

The Company has certain derivative assets and liabilities, which consist of 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. 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. 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.

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 exchange risk.

An unrecognized gain of $1 million at March 31, 2022, an unrecognized gain of $6 million at December 31, 2021 and an unrecognized gain of $10 million at March 31, 2021, related to these cross-currency swaps, was included in Accumulated OCI, and will be reclassified into earnings within the next 12 months.

Fair Value Hedges of Foreign Exchange Risk

The Company has fixed interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency.  The Company uses derivatives to manage these exposures and designates these derivatives as fair value hedges of foreign exchange risk. Approximately $5 million of the components were excluded from the assessment of effectiveness and are included in Accumulated OCI at March 31, 2022 and December 31, 2021.

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 March 31, 2022, December 31, 2021 and March 31, 2021:

	Fair Value of						Fair Value of
	Hedge Assets						Hedge Liabilities
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
	2022		2021		2021		2022		2021		2021
Derivatives designated as hedging instruments:
Interest rate swaps - fair value hedges (a)	$		$	4	$	13	$	20	$	2	$
Cash flow hedges of foreign exchange risk (b)				2		8		1		23		67
Fair value hedges of foreign exchange risk (c)		12		9				5
Net investment hedges (d)		2		3		2		15		17		39
Total derivatives accounted for as hedges	$	14	$	18	$	23	$	41	$	42	$	106
Derivatives not designated as hedges:
Foreign exchange derivative contracts (e)		6		1		5				2		3
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109
Current	$	14	$	14	$	18	$	2	$	2	$	9
Noncurrent		6		5		10		39		42		100
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109

(a) The notional amounts of the interest rate swaps designated as fair value hedges were €725 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2024 at March 31, 2022, December 31, 2021 and March 31, 2021.

(b) The notional amounts of the cash flow hedges of foreign exchange risk were 764 million Mexican pesos at March 31, 2022, $422 million at December 31, 2021 and $978 million at March 31, 2021. The maximum maturity dates were in 2022 at March 31, 2022 and in 2023 at December 31, 2021 and March 31, 2021.

(c) The notional amounts of the fair value hedges of foreign exchange risk were $850 million at March 31, 2022 and $400 million at December 31, 2021. The maximum maturity dates were in 2030 at March 31, 2022 and December 31, 2021.

(d) The notional amounts of the net investment hedges were €311 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2027 for March 31, 2022, December 31, 2021 and March 31, 2021.

(e) The notional amounts of the foreign exchange derivative contracts were $446 million, $202 million and $301 million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively. The maximum maturity dates were in 2022 for all three periods.

	Gain (Loss) Recognized in OCI (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Three months ended March 31,				Three months ended March 31,
Derivatives designated as hedging instruments:	2022		2021		2022		2021
Cash Flow Hedges
Cash flow hedges of foreign exchange risk (a)	$	13	$	48	$	14	$	49
Net Investment Hedges
Net Investment Hedges (b)		3		15		1		1
	$	16	$	63	$	15	$	50
	Amount of Gain (Loss) Recognized in Other income (expense), net
	Three months ended March 31,
Derivatives not designated as hedges:	2022		2021
Foreign exchange derivative contracts	$	2	$	10
(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) other income (expense), net or (b) interest expense, net.

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Restructuring Accruals

3 Months Ended

Mar. 31, 2022

Restructuring Accruals

Restructuring Accruals

6. Restructuring Accruals

Selected information related to the restructuring accruals for the three months ended March 31, 2022 and 2021 is as follows:

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2022	$	20	$		$	11	$	31
Net cash paid, principally severance and related benefits		(3)				(1)		(4)
Balance at March 31, 2022	$	17	$	—	$	10	$	27

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2021	$	38	$	—	$	7	$	45
Net cash paid, principally severance and related benefits		(3)						(3)
Other, including foreign exchange translation						1		1
Balance at March 31, 2021	$	35	$	—	$	8	$	43

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 March 31, 2022 and 2021, no major restructuring programs were in effect.

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Pension Benefit Plans

3 Months Ended

Mar. 31, 2022

Pension Benefit Plans.

Pension Benefit Plans

7. Pension Benefit Plans

The components of the net periodic pension cost for the three months ended March 31, 2022 and 2021 are as follows:

	U.S.				Non-U.S.
	Three months ended March 31,				Three months ended March 31,
	2022		2021		2022		2021
Service cost	$	3	$	3	$	2	$	3
Interest cost		9		10		6		5
Expected asset return		(15)		(21)		(11)		(11)
Amortization of actuarial loss		11		16		3		3
Net periodic pension cost	$	8	$	8	$	—	$	—

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

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes.

Income Taxes

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 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, 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, Indonesia, Mexico and Peru. The years under examination range from 2004 through 2020. 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.

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Debt

3 Months Ended

Mar. 31, 2022

Debt

Debt

9. Debt

The following table summarizes the long-term debt of the Company at March 31, 2022, December 31, 2021, and March 31, 2021:

	March 31,		December 31,		March 31,
	2022		2021		2021
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	100	$	—	$	—
Term Loans:
Term Loan A		946
Previous Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans						292
Term Loans:
Term Loan A				923		1,068
Other secured debt						110
Senior Notes:
4.00%, due 2023						308
5.875%, due 2023		547		695		692
3.125%, due 2024 (€725 million)		793		826		866
6.375%, due 2025		297		297		296
5.375%, due 2025		298		298		298
2.875%, due 2025 (€500 million)		553		561		579
6.625%, due 2027		606		693		692
4.750%, due 2030		395		395
Finance leases		108		98		102
Other		4		5		6
Total long-term debt		4,647		4,791		5,309
Less amounts due within one year		26		38		141
Long-term debt	$	4,621	$	4,753	$	5,168

The Company presents debt issuance costs in the Condensed Consolidated Balance Sheet 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 “Agreement”), which refinances in full the previous credit agreement (the “Previous Agreement”). The Agreement provides 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 allows for a one-time borrowing of up to $600 million, the proceeds of which, if borrowed, will be used, in addition to other consideration paid by the Company and/or its subsidiaries, to directly or indirectly fund a trust to be established in connection with the plan of reorganization proposed by Paddock Enterprises, LLC (“Paddock”) and certain other parties in Paddock’s Chapter 11 case (see Note 10 for more information). The term loans mature, and the revolving credit facilities terminate, in March 2027. The delayed draw term loan, if borrowed, matures in December 2023. The Company recorded approximately $2 million of additional interest charges for third-party fees and the write-off of unamortized fees related to the Agreement in the first quarter of 2022.

At March 31, 2022, the Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $950 million in term loan A facilities ($946 million outstanding balance at March 31, 2022, net of debt issuance costs). At March 31, 2022, the Company had unused credit of $1,140 million available under the Agreement. The weighted average interest rate on borrowings outstanding under the Agreement at March 31, 2022 was 2.12%.

The 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 Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio (as defined in the 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 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 Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Agreement. In such an event, the Company could not request borrowings under the revolving facilities, and all amounts outstanding under the 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 Agreement. If an event of default occurs under the Agreement and the lenders cause all of the outstanding debt obligations under the 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 March 31, 2022, the Company was in compliance with all covenants and restrictions in the Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Agreement) determines pricing under the Agreement. The interest rate on borrowings under the 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 Agreement), plus an applicable margin. The applicable margin is linked to the Total Leverage Ratio. The margins range from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. 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 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 Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Agreement are guaranteed by certain foreign subsidiaries of the Company.

On February 10, 2022, the Company announced the commencement, by an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash up to $250.0 million aggregate purchase price of its outstanding (i) 5.875% Senior Notes due 2023, (ii) 5.375% Senior Notes due 2025, (iii) 6.375% Senior Notes due 2025 and (iv) 6.625% Senior Notes due 2027. On February 28, 2022, the Company repurchased $150.0 million aggregate principal amount of the outstanding 5.875% Senior Notes due 2023 and $88.2 million aggregate principal amount of the outstanding 6.625% Senior Notes due 2027. Following the repurchase, $550.0 million and $611.8 million aggregate principal amounts of the 5.875% Senior Notes due 2023 and 6.625% Senior Notes due 2027, respectively, remained outstanding. The repurchases were funded with cash on hand. The Company recorded approximately $16 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to the senior note repurchases conducted in the first quarter of 2022.

In November 2021, the Company issued $400 million aggregate principal amount of senior notes. The senior notes bear interest at a rate of 4.75% per annum and mature on February 15, 2030. The senior notes were issued via a private placement and are guaranteed by certain of the Company’s domestic subsidiaries. The net proceeds, after deducting debt issuance costs, totaled approximately $395 million and, together with cash on hand, were used to redeem the $310

million aggregate principal amount of the Company’s outstanding 4.00% Senior Notes due 2023 and approximately $128 million of term loan A borrowings under the Previous Agreement. The Company recorded approximately $13 million of additional interest charges for note repurchase premiums and write-off of unamortized finance fees related to these redemptions.

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 March 31, 2022 of the Company’s significant fixed rate debt obligations are as follows:

	Principal		Indicated Market
	Amount		Price		Fair Value
Senior Notes:
5.875%, due 2023	$	550	$	102.20	$	562
3.125%, due 2024 (€725 million)		809		99.83		808
6.375%, due 2025		300		101.91		306
5.375%, due 2025		300		100.21		301
2.875%, due 2025 (€500 million)		558		98.26		548
6.625%, due 2027		612		99.81		611
4.750%, due 2030		400		92.68		371

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Contingencies

3 Months Ended

Mar. 31, 2022

Contingencies

Contingencies

10. Contingencies

Asbestos

From 1948 to 1958, one of the Company's former business units commercially produced and sold approximately $40 million of a high-temperature, calcium-silicate based pipe and block insulation material containing asbestos. The Company sold its insulation business unit in April 1958. The Company historically received claims from individuals alleging bodily injury and death as a result of exposure to asbestos from this product (“Asbestos Claims”). Some Asbestos Claims were brought as personal injury lawsuits that typically allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages.

Predominantly, however, Asbestos Claims were historically presented to the Company under administrative claims-handling agreements, which the Company had in place with many plaintiffs’ counsel throughout the country (“Administrative Claims”). Administrative Claims required evaluation and negotiation regarding whether particular claimants qualify under the criteria established by the related claims-handling agreements. The criteria for Administrative Claims included verification of a compensable illness and a reasonable probability of exposure to a product manufactured by the Company's former business unit during its manufacturing period ending in 1958. Plaintiffs’ counsel presented, and the Company negotiated, Administrative Claims under these various agreements in differing quantities, at different times, and under a variety of conditions.

On December 26 and 27, 2019, the Company implemented the Corporate Modernization, whereby O-I Glass became the new parent entity with Owens-Illinois Group, Inc. (“O-I Group”) and Paddock as direct, wholly owned subsidiaries, with Paddock as the successor-by-merger to O-I. The Company’s legacy asbestos-related liabilities

remained within Paddock, with the Company’s glass-making operations remaining under O-I Group. As part of the Corporate Modernization transactions, O-I Glass entered into a support agreement with Paddock that requires O-I Glass to provide funding to Paddock for all permitted uses, subject to the terms of the support agreement. The key objectives of the Paddock support agreement are to ensure that Paddock has the ability to fund the costs and expenses of managing the Chapter 11 process, and ultimately settle Asbestos Claims through the establishment of a trust as described below and fund certain other liabilities.

On January 6, 2020 (the “Petition Date”), Paddock voluntarily filed for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to equitably and finally resolve all of its current and future Asbestos Claims (as defined herein). O-I Glass and O-I Group were not included in the Chapter 11 filing. As a result of the initiation of the Chapter 11 proceeding, Paddock continues to operate in the ordinary course and with court protection from Asbestos Claims by operation of the automatic stay in Paddock’s Chapter 11 filing, which stays ongoing litigation and submission of claims against Paddock outside the Bankruptcy Court as of the Petition Date and defers the payment of Paddock’s outstanding obligations on account of settled or otherwise determined lawsuits and claims. The bankruptcy process is expected to provide a centralized forum to resolve presently pending and anticipated future lawsuits and claims associated with asbestos. Paddock’s ultimate goal in its Chapter 11 case is to confirm a plan of reorganization under section 524(g) of the Bankruptcy Code and utilize this specialized provision to establish a trust that will address all current and future Asbestos Claims and that, in exchange for funding of the trust by the Company and/or its subsidiaries, will provide permanent injunctive relief, protecting the Company, each of its current and former affiliates and certain other related parties (the “Company Protected Parties”) from any Asbestos Claims based on products manufactured, sold, used, and/or distributed by Owens-Illinois, Inc.

Following the Petition Date, the activities of Paddock became subject to review and oversight by the Bankruptcy Court. As a result, the Company no longer has exclusive control over Paddock’s activities during the Chapter 11 proceedings. Therefore, Paddock was deconsolidated as of the Petition Date, and its assets and liabilities, which primarily included $47 million of cash, the legacy asbestos-related liabilities, as well as certain other assets and liabilities as of the Petition Date, were derecognized from the Company’s consolidated financial statements on a prospective basis. Simultaneously, the Company recognized a liability related to the Paddock support agreement, as described above, of $471 million as required under applicable accounting standards. The deconsolidation and Paddock support agreement resulted in a loss of approximately $14 million, which was reflected as a charge in the Company’s first quarter 2020 operating results. Additionally, the deconsolidation resulted in an investing outflow of $47 million in the Company’s first quarter 2020 consolidated cash flows.

On February 23, 2021, Paddock and O-I Glass commenced a court-approved mediation process regarding the terms of a potential consensual plan of reorganization pursuant to section 524(g) of the Bankruptcy Code with the Official Committee of Asbestos Personal Injury Claimants (the “ACC” or “Asbestos Claimants Committee”) appointed in the Paddock Chapter 11 case as the representative of current Paddock asbestos claimants, and the Legal Representative of Future Asbestos Claimants (the “FCR” or “Future Claimants’ Representative”) appointed in the Paddock Chapter 11 case as the representative of future Paddock asbestos claimants. On April 26, 2021, the Company announced that Paddock, the ACC and the FCR reached an agreement in principle, supported by O-I Glass, by accepting a proposal from the mediators setting forth total consideration to fund a trust created under section 524(g) of the Bankruptcy Code upon the effective date of a consensual plan of reorganization for Paddock.

This agreement in principle, which is subject to definitive documentation and satisfaction of certain conditions, will resolve the potential liability of Paddock and the Company Protected Parties for pending and future personal injury claims related to exposure to asbestos-containing products that were allegedly manufactured, distributed, used and/or sold by Owens-Illinois, Inc. Under the Plan (as defined herein), which will implement the agreement in principle, an asbestos settlement trust (the “Paddock Trust”) created pursuant to the provisions of section 524(g) of the Bankruptcy Code will be established and, on the effective date of the Plan, will be funded with $610 million in total consideration (“Settlement Consideration”). In exchange for the Settlement Consideration, each of the Company Protected Parties is expected to receive the benefit of a release from Paddock, and Paddock and the Company Protected Parties will receive the benefit of an injunction under section 524(g) of the Bankruptcy Code channeling Asbestos Claims to the Paddock Trust and permanently enjoining the assertion of Asbestos Claims against Paddock and the Company Protected Parties.

The agreement in principle is subject to, among other things, finalization of certain documentation necessary to implement the Plan, acceptance of the Plan by at least 75% of Paddock’s current asbestos claimants voting on such Plan, and confirmation of the Plan by the Bankruptcy Court and approval of the injunction in favor of Paddock and the Company Protected Parties by the United States District Court for the District of Delaware (“District Court”). On the effective date of the Plan, the Settlement Consideration will be provided and Asbestos Claims against Paddock and the Company Protected Parties will be permanently enjoined.

In connection with the agreement in principle, the Company recorded a charge of $154 million related to its potential liability under the Paddock support agreement as a recognizable subsequent event in the Company’s consolidated results of operations for the quarter ended March 31, 2021, primarily related to an increase to Paddock’s asbestos reserve estimate in consideration for the channeling injunction to be included in the Plan protecting Company Protected Parties from Asbestos Claims, as well as certain other adjustments to Paddock’s assets and liabilities, including estimated professional fees and expenses to be incurred in confirming and implementing the Plan. This charge was recorded to Other income (expense), net on the Consolidated Results of Operations.

On January 12, 2022, Paddock, O-I Glass, the Future Claimants’ Representative and the Asbestos Claimants’ Committee (collectively, the “Plan Proponents”) jointly filed the Plan of Reorganization for Paddock Enterprises, LLC Under Chapter 11 of the Bankruptcy Code, dated January 12, 2022 (including any supplements and exhibits thereto, either in its present form or as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Plan”). Amended versions of the Plan were subsequently filed on February 14, 2022 and April 1, 2022. The Plan incorporates the agreement in principle described herein and thereby provides for a resolution of Asbestos Claims, a resolution of (and a release in favor of the Company and its affiliates for) all claims arising out of the Corporate Modernization and provides that upon the funding of the Settlement Consideration (and other consideration to be provided under the Plan by the Company), all obligations owed under the support agreement shall terminate.

In connection with the Plan, the Plan Proponents also filed the Disclosure Statement for Plan of Reorganization for Paddock Enterprises, LLC Under Chapter 11 of the Bankruptcy Code, dated January 12, 2022 (including any supplements and exhibits thereto, either in its present form or as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Disclosure Statement”). The Disclosure Statement was subsequently amended on February 14, 2022. The Bankruptcy Court held a hearing to consider approval of the Disclosure Statement on February 16, 2022. On February 17, 2022, the Bankruptcy Court entered an order approving, among other things, the Disclosure Statement and the procedures for soliciting votes on the Plan.

On February 23, 2022, consistent with the Bankruptcy Court’s order, Paddock directed Prime Clerk LLC, the claims agent in Paddock’s Chapter 11 case, to distribute solicitation packages to holders of Asbestos Claims eligible to vote to accept or reject the Plan. Holders of Asbestos Claims (or their attorneys) that are entitled to vote to accept or reject the Plan were required to submit their ballots on or before April 8, 2022 at 4:00 p.m. (Prevailing Eastern Time) in order for their votes to be counted. On April 25, 2022, Paddock reported the results of the votes on the Plan. As detailed in the report filed with the Bankruptcy Court, more than 99% in number and 99% in amount of asbestos claimants who voted on the Plan have voted to accept the Plan, and as such, the Plan has been accepted by current asbestos claimants in the requisite percentages required by the Bankruptcy Code. The Plan is currently pending approval by the Bankruptcy Court. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan for May 16, 2022 at 10:00 a.m. (Prevailing Eastern Time). If the Bankruptcy Court approves the Plan, the confirmation must be affirmed by the District Court prior to the Plan’s effectiveness.

Several risks and uncertainties remain related to Paddock’s Chapter 11 case that could have a material adverse effect on the Company’s business, consolidated financial condition, results of operations and cash flows, including the total costs of the Chapter 11 proceeding, and the length of time necessary to confirm the Plan, and the possibility that Paddock will be unsuccessful in confirming such Plan or that such Plan does not ultimately become effective. The Paddock support agreement liability of $625 million recorded on the Company’s March 31, 2022 Condensed Consolidated Balance Sheet as required under applicable accounting standards is the Company’s best estimate based on the facts and circumstances that exist at the filing date of this Quarterly Report on Form 10-Q.

Prior to the Petition Date, the Company knew of approximately 850-900 asbestos personal injury lawsuits pending. This figure does not include an estimate of potential Administrative Claims that could have been presented under a claims-handling agreement due to the uncertainties around presentation timing, quantities, or qualification rates. The Company historically considered Administrative Claims to be filed and disposed of when they were accepted for payment.

The lack of uniform rules in lawsuit pleading practice, technical pleading requirements in some jurisdictions, local rules, and other factors caused considerable variation in the specific amounts of monetary damages asserted in lawsuits brought prior to the Petition Date. In the Company’s experience, the monetary relief alleged in a lawsuit bore little relationship to an Asbestos Claim’s merits or its disposition value. Rather, several variables, including, but not limited to, the type and severity of the asbestos disease, medical history, and exposure to other disease-causing agents; the product identification evidence against the Company and other co-defendants; the defenses available to the Company and other co-defendants; the specific jurisdiction in which the claim was made; the applicable law; and the law firm representing the claimant, affected the value.

The Company was also a defendant in other Asbestos Claims involving maritime workers, medical monitoring, co-defendants’ third-party actions, and property damage allegations. Based upon its experience, the Company assessed that these categories of Asbestos Claims would not involve any material liability. Therefore, they were not included in the description of pending or disposed matters.

From receipt of its first Asbestos Claim to the Petition Date, the Company in the aggregate disposed of approximately 401,200 Asbestos Claims at an average indemnity payment of approximately $10,200 per claim. The Company’s asbestos indemnity payments varied on a per-claim basis. Asbestos-related cash payments for 2019 were $151 million and the Company’s cash payments per claim disposed (inclusive of legal costs) were approximately $129,000 for the year ended December 31, 2019.

Prior to the Petition Date, the Company’s objective was historically to achieve, where possible, resolution of Asbestos Claims pursuant to claims-handling agreements. Failure of claimants to meet certain medical and product exposure criteria in claims-handling agreements generally reduced the number of claims that would otherwise have been received by the Company in the tort system. In addition, changes in jurisdictional dynamics, legislative acts, asbestos docket management and procedures, the substantive law, the co-defendant pool, and other external factors affected lawsuit volume, claim volume, qualification rates, claim values, and related matters. Collectively, these variables generally had the effect of increasing the Company’s per-claim average indemnity payment over time.

Beginning with the initial liability of $975 million established in 1993, the Company has accrued a total of approximately $5.0 billion through just prior to the Petition Date, before insurance recoveries, for its asbestos-related liability. The Company’s estimates of its liability were significantly affected by, among other factors, the volatility of asbestos-related litigation in the United States, the significant number of co-defendants that filed for bankruptcy, changes in mortality rates, the inherent uncertainty of future disease incidence and claiming patterns against the Company, the significant expansion of the types of defendants sued in this litigation, and changes in the extent to which such defendants participated in the resolution of cases in which the Company was also a defendant.

Prior to the Petition Date, the Company continually monitored trends that could affect its ultimate liability and analyzed the developments and variables likely to affect the resolution of Asbestos Claims. The material components of the Company’s total accrued liability were determined by the Company in connection with its annual comprehensive legal review and consisted of the following estimates, to the extent it was probable that such liabilities had been incurred and could be reasonably estimated: (i) the liability for Asbestos Claims already asserted against the Company; (ii) the liability for Asbestos Claims not yet asserted against the Company; and (iii) the legal defense costs estimated to be incurred in connection with the Asbestos Claims already asserted and those Asbestos Claims the Company believed would be asserted.

Through December 31, 2019, the Company historically conducted an annual comprehensive legal review of its asbestos-related liabilities and costs in connection with finalizing and reporting its annual consolidated results of operations, unless significant changes in trends or new developments warranted an earlier review. As part of its annual

comprehensive legal review, the Company provided historical Asbestos Claims data to a third party with expertise in determining the impact of disease incidence and mortality on future filing trends to develop information to assist the Company in estimating the total number of future Asbestos Claims likely to be asserted against the Company. The Company used this estimate, along with an estimation of disposition costs and related legal costs, as inputs to develop its best estimate of its total probable liability. If the results of the annual comprehensive legal review indicated that the existing amount of the accrued liability was lower (higher) than its reasonably estimable asbestos-related costs, then the Company recorded an appropriate charge (credit) to the Company’s results of operations to increase (decrease) the accrued liability.

The significant assumptions underlying the material components of the Company’s accrual historically were:

a) settlements would continue to be limited almost exclusively to claimants who were exposed to the Company’s asbestos containing insulation prior to its exit from that business in 1958;

b) Asbestos Claims would continue to be resolved primarily under the Company’s administrative claims-handling agreements or on terms comparable to those set forth in those agreements;

c) the incidence of serious asbestos-related disease cases and claiming patterns against the Company for such cases would not change materially, including claiming pattern changes driven by changes in the law, procedure, or expansion of judicial resources in jurisdictions where the Company settled Asbestos Claims;

d) the Company would be substantially able to defend itself successfully at trial and on appeal;

e) the number and timing of additional co-defendant bankruptcies would not change significantly the assets available to participate in the resolution of cases in which the Company is a defendant; and

f) co-defendants with substantial resources and assets would continue to participate significantly in the resolution of future Asbestos Claims.

For the year ended December 31, 2019, the Company concluded that an accrual in the amount of $486 million was required under applicable accounting standards. This amount was not discounted for the time value of money. The Company’s comprehensive legal review resulted in a charge of $35 million for the year ended December 31, 2019. As previously disclosed, the Company anticipated that adjustments to its asbestos-related accruals were possible given the inherent uncertainties involved in asbestos litigation. In the fourth quarter of 2019, this charge was primarily due to an increase in the estimated average disposition cost per claim (including related legal costs), driven primarily by a changing litigation environment more favorable to plaintiffs, and a decrease in the estimated number of claims likely to be asserted against the Company in the future that was less than the decrease expected by the Company.

Other Matters

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.

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Share Owners' Equity

3 Months Ended

Mar. 31, 2022

Share Owners' Equity

Share Owners' Equity

11. Share Owners’ Equity

The activity in share owners’ equity for the three months ended March 31, 2022 and 2021 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, 2022	$	2	$	3,090		(701)	$	301	$	(1,972)	$	107	$	827
Reissuance of common stock (0.2 million shares)				(2)		5								3
Shares repurchased (0.8 million shares)				(10)										(10)
Stock compensation (0.4 million shares)				7										7
Net earnings								88				34		122
Other comprehensive income										151		5		156
Other						(3)								(3)
Balance on March 31, 2022	$	2	$	3,085	$	(699)	$	389	$	(1,821)	$	146	$	1,102

	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, 2021	$	2	$	3,129	$	(714)	$	152	$	(2,272)	$	104	$	401
Reissuance of common stock (0.2 million shares)				(2)		4								2
Stock compensation (0.3 million shares)				4										4
Net loss								(97)				6		(91)
Other comprehensive loss										(48)		(4)		(52)
Other				19		(2)		(19)						(2)
Balance on March 31, 2021	$	2	$	3,150	$	(712)	$	36	$	(2,320)	$	106	$	262

During the three months ended March 31, 2022 the Company purchased 764,501 shares of its common stock for approximately $10 million. The share purchases were pursuant to a $150 million anti-dilutive share repurchase program authorized by the Company’s Board of Directors that is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. Approximately $100 million remained available for purchases under this program as of March 31, 2022.

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)
	March 31,	December 31,	March 31,
	2022	2021	2021
Shares of common stock issued (including treasury shares)	187,617	187,752	189,796
Treasury shares	31,401	31,397	31,884

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Loss.

Accumulated Other Comprehensive Loss

12. Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021 is as follows:

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2022	$	(1,290)	$	(21)		$	(661)		$	(1,972)
Change before reclassifications		130		18			(2)			146
Amounts reclassified from accumulated other comprehensive loss				(15)	(a)		14	(b)		(1)
Translation effect							6			6
Other comprehensive income (loss) attributable to the Company		130		3			18			151
Balance on March 31, 2022	$	(1,160)	$	(18)		$	(643)		$	(1,821)

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2021	$	(1,229)	$	(60)		$	(983)		$	(2,272)
Change before reclassifications		(81)		63			3			(15)
Amounts reclassified from accumulated other comprehensive income (loss)				(50)	(a)		19	(b)		(31)
Translation effect							(2)			(2)
Other comprehensive income (loss) attributable to the Company		(81)		13			20			(48)
Balance on March 31, 2021	$	(1,310)	$	(47)		$	(963)		$	(2,320)

(a) Amount is recorded to Other income (expense), net and interest expense, net on the Condensed Consolidated Results of Operations (see Note 5 for additional information).

(b) Amount is included in the computation of net periodic pension cost (see Note 7 for additional information) and net post-retirement benefit cost.

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Other Income (Expense), Net

3 Months Ended

Mar. 31, 2022

Other Income (Expense), Net

Other Income (Expense), Net

13. Other Income (Expense), Net

Other income (expense), net for the three months ended March 31, 2022 and 2021 included the following:

	Three months ended March 31,
	2022		2021
Gain on sale of divested business (see Note 18)	$	55	$
Charge related to Paddock support agreement liability (see Note 10)				(154)
Intangible amortization expense		(8)		(9)
Foreign currency exchange loss				(2)
Royalty income		6		5
Other		(2)		4
Other income (expense), net	$	51	$	(156)

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Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share

Earnings Per Share

14. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022		2021
Numerator:
Net earnings (loss) attributable to the Company	$	88	$	(97)
Denominator (in thousands):
Denominator for basic earnings per share-weighted average shares outstanding		155,849		157,571
Effect of dilutive securities:
Stock options and other		2,949
Denominator for diluted earnings per share-adjusted weighted average shares outstanding		158,798		157,571
Basic earnings per share:
Net earnings (loss) attributable to the Company	$	0.56	$	(0.62)
Diluted earnings per share:
Net earnings (loss) attributable to the Company	$	0.55	$	(0.62)

The diluted earnings per share computation for the three months ended March 31, 2022 and 2021 excludes 1,576,542 and 1,890,075 weighted average shares of common stock, respectively, due to their antidilutive effect, which includes options to purchase, unvested restricted stock units and performance vested restricted share units. Options to purchase shares were excluded because the exercise prices of the options were greater than the average market price of the shares of common stock.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Information

Supplemental Cash Flow Information

15. Supplemental Cash Flow Information

Income taxes paid in cash were as follows:

	Three months ended March 31,
	2022		2021
U.S.	$	2	$	—
Non-U.S.		21		10
Total income taxes paid in cash	$	23	$	10

Interest paid, including note repurchase premiums, in cash for the three months ended March 31, 2022 and 2021 was $64 million and $49 million, respectively. Cash interest for the three months ended March 31, 2022 included $12 million of note repurchase premiums.

The Company uses various factoring programs to sell certain receivables to financial institutions as part of managing its cash flows. At March 31, 2022, December 31, 2021 and March 31, 2021, the amount of receivables sold by the Company was $461 million, $481 million and $444 million, respectively. These amounts included $155 million, $180 million and $186 million at March 31, 2022, December 31, 2021, and March 31, 2021, respectively, for trade receivable amounts factored under supply chain financing programs linked to commercial arrangements with key customers. For the three months ended March 31, 2022, the Company’s use of its factoring programs resulted in a decrease to cash from operating activities of $20 million compared to an increase to cash from operating activities of $8 million for the same quarter in 2021. For the three months ended March 31, 2022 and 2021, the Company recorded expenses related to these factoring programs of approximately $1 million and $1 million, respectively, as interest expense.
​

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New Accounting Pronouncement

3 Months Ended

Mar. 31, 2022

New Accounting Pronouncement

New Accounting Pronouncement

16. New Accounting Pronouncement

Effects of Reference Rate Reform on Financial Reporting - In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which allows for elective contract modification guidance for contracts or other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform. The Company adopted ASU No. 2020-04 effective July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated balance sheet, consolidated results of operations or consolidated cash flows. As of March 31, 2022, no material portions of the Company’s debt reference LIBOR.

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COVID-19 Impacts

3 Months Ended

Mar. 31, 2022

COVID-19 Impacts

COVID-19 Impacts

17. COVID-19 Impacts

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic and recommended containment and mitigation measures. The Company is actively monitoring the impact of the COVID-19 pandemic, which negatively impacted its business in 2020 and, to a lesser extent, in 2021 and the first three months of 2022 and may negatively impact its business and results of operations in the future.  

The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company and the uncertain future impacts of the COVID-19 pandemic and related economic disruptions. The extent to which the COVID-19 pandemic and related economic disruptions impact the Company’s business and financial results will depend on future developments including, but not limited to, the continued spread, duration and severity of the COVID-19 pandemic; the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks after the initial outbreak has subsided; the actions taken by the U.S. and foreign governments to contain the COVID-19 pandemic, address its impact or respond to the reduction in global and local economic activity; the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event; the impact of the developments described above on its customers and suppliers; and how quickly and to what extent normal economic and operating conditions can resume. The accounting matters assessed included, but were not limited to:

• allowance for doubtful accounts and credit losses;

• carrying value of inventory; and

• the carrying value of goodwill and other long-lived assets.

There was not a material impact to the above estimates in the Company’s Condensed Consolidated Financial Statements for the three-month period ended March 31, 2022 or March 31, 2021. The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s Condensed Consolidated Financial Statements in future reporting periods.

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Divestitures

3 Months Ended

Mar. 31, 2022

Divestitures

Divestitures

18. Divestitures

In March 2022, the Company completed the sale of its Cristar TableTop S.A.S. (“Cristar”) business to Vidros Colombia S.A.S, an affiliate of Nadir Figueiredo S.A., a glass tableware producer based in Brazil. Gross proceeds received were approximately $96 million and the related pretax gain recorded was approximately $55 million (approximately $16 million after tax and non-controlling interest) in the first quarter of 2022. The pretax gain was recorded to Other income (expense), net on the Condensed Consolidated Results of Operations.

In January 2021, the Company completed the sale of its plant in Argentina. Gross proceeds were approximately $10 million, and the gain on the sale was not material.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Information

Net sales for the Company's reportable segments

	Three months ended March 31,
	2022		2021
Net sales:
Americas	$	940	$	837
Europe		708		639
Reportable segment totals		1,648		1,476
Other		44		24
Net sales	$	1,692	$	1,500

Segment operating profit (loss) for the Company's reportable segments

	Three months ended March 31,
	2022		2021
Earnings (loss) before income taxes	$	170	$	(65)
Items excluded from segment operating profit:
Retained corporate costs and other		50		35
Gain on sale of divested business		(55)
Charge related to Paddock support agreement liability				154
Interest expense, net		66		51
Segment operating profit	$	231	$	175
Americas		129		100
Europe		102		75
Reportable segment totals	$	231	$	175

Total assets for the Company's reportable segments

	March 31,		December 31,		March 31,
	2022		2021		2021
Total assets:
Americas	$	5,097	$	4,853	$	4,755
Europe		3,378		3,513		3,536
Reportable segment totals		8,475		8,366		8,291
Other		402		466		534
Consolidated totals	$	8,877	$	8,832	$	8,825

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Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue

Schedule of disaggregation of revenue by customer end use

	Three months ended March 31, 2022
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	575	$	536	$	1,111
Food and other		214		110		324
Non-alcoholic beverages		151		62		213
Reportable segment totals	$	940	$	708	$	1,648
Other						44
Net sales					$	1,692
	Three months ended March 31, 2021
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	502	$	477	$	979
Food and other		209		118		327
Non-alcoholic beverages		126		44		170
Reportable segment totals	$	837	$	639	$	1,476
Other						24
Net sales					$	1,500

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Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventories

Major classes of inventory

	March 31,		December 31,		March 31,
	2022		2021		2021
Finished goods	$	676	$	659	$	672
Raw materials		121		119		119
Operating supplies		40		38		36
	$	837	$	816	$	827

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Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments

Balance Sheet Classification of derivative instruments

	Fair Value of						Fair Value of
	Hedge Assets						Hedge Liabilities
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
	2022		2021		2021		2022		2021		2021
Derivatives designated as hedging instruments:
Interest rate swaps - fair value hedges (a)	$		$	4	$	13	$	20	$	2	$
Cash flow hedges of foreign exchange risk (b)				2		8		1		23		67
Fair value hedges of foreign exchange risk (c)		12		9				5
Net investment hedges (d)		2		3		2		15		17		39
Total derivatives accounted for as hedges	$	14	$	18	$	23	$	41	$	42	$	106
Derivatives not designated as hedges:
Foreign exchange derivative contracts (e)		6		1		5				2		3
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109
Current	$	14	$	14	$	18	$	2	$	2	$	9
Noncurrent		6		5		10		39		42		100
Total derivatives	$	20	$	19	$	28	$	41	$	44	$	109

(a) The notional amounts of the interest rate swaps designated as fair value hedges were €725 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2024 at March 31, 2022, December 31, 2021 and March 31, 2021.

(b) The notional amounts of the cash flow hedges of foreign exchange risk were 764 million Mexican pesos at March 31, 2022, $422 million at December 31, 2021 and $978 million at March 31, 2021. The maximum maturity dates were in 2022 at March 31, 2022 and in 2023 at December 31, 2021 and March 31, 2021.

(c) The notional amounts of the fair value hedges of foreign exchange risk were $850 million at March 31, 2022 and $400 million at December 31, 2021. The maximum maturity dates were in 2030 at March 31, 2022 and December 31, 2021.

(d) The notional amounts of the net investment hedges were €311 million at March 31, 2022, December 31, 2021 and March 31, 2021. The maximum maturity dates were in 2027 for March 31, 2022, December 31, 2021 and March 31, 2021.

(e) The notional amounts of the foreign exchange derivative contracts were $446 million, $202 million and $301 million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively. The maximum maturity dates were in 2022 for all three periods.

Effects of derivative instruments on the results of operations

	Gain (Loss) Recognized in OCI (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Three months ended March 31,				Three months ended March 31,
Derivatives designated as hedging instruments:	2022		2021		2022		2021
Cash Flow Hedges
Cash flow hedges of foreign exchange risk (a)	$	13	$	48	$	14	$	49
Net Investment Hedges
Net Investment Hedges (b)		3		15		1		1
	$	16	$	63	$	15	$	50
	Amount of Gain (Loss) Recognized in Other income (expense), net
	Three months ended March 31,
Derivatives not designated as hedges:	2022		2021
Foreign exchange derivative contracts	$	2	$	10
(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) other income (expense), net or (b) interest expense, net.

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Restructuring Accruals (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring Accruals

Selected information related to the restructuring accruals

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2022	$	20	$		$	11	$	31
Net cash paid, principally severance and related benefits		(3)				(1)		(4)
Balance at March 31, 2022	$	17	$	—	$	10	$	27

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2021	$	38	$	—	$	7	$	45
Net cash paid, principally severance and related benefits		(3)						(3)
Other, including foreign exchange translation						1		1
Balance at March 31, 2021	$	35	$	—	$	8	$	43

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Pension Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2022

Pension Benefit Plans

Defined Benefit Plans and Other Postretirement Benefit Plans

Components of net periodic pension cost

	U.S.				Non-U.S.
	Three months ended March 31,				Three months ended March 31,
	2022		2021		2022		2021
Service cost	$	3	$	3	$	2	$	3
Interest cost		9		10		6		5
Expected asset return		(15)		(21)		(11)		(11)
Amortization of actuarial loss		11		16		3		3
Net periodic pension cost	$	8	$	8	$	—	$	—

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Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt

Long-term Debt

	March 31,		December 31,		March 31,
	2022		2021		2021
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	100	$	—	$	—
Term Loans:
Term Loan A		946
Previous Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans						292
Term Loans:
Term Loan A				923		1,068
Other secured debt						110
Senior Notes:
4.00%, due 2023						308
5.875%, due 2023		547		695		692
3.125%, due 2024 (€725 million)		793		826		866
6.375%, due 2025		297		297		296
5.375%, due 2025		298		298		298
2.875%, due 2025 (€500 million)		553		561		579
6.625%, due 2027		606		693		692
4.750%, due 2030		395		395
Finance leases		108		98		102
Other		4		5		6
Total long-term debt		4,647		4,791		5,309
Less amounts due within one year		26		38		141
Long-term debt	$	4,621	$	4,753	$	5,168

Fair values of the Company's significant fixed rate debt obligations

	Principal		Indicated Market
	Amount		Price		Fair Value
Senior Notes:
5.875%, due 2023	$	550	$	102.20	$	562
3.125%, due 2024 (€725 million)		809		99.83		808
6.375%, due 2025		300		101.91		306
5.375%, due 2025		300		100.21		301
2.875%, due 2025 (€500 million)		558		98.26		548
6.625%, due 2027		612		99.81		611
4.750%, due 2030		400		92.68		371

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Share Owners' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Share Owners' Equity

Activity in share owner's equity

The activity in share owners’ equity for the three months ended March 31, 2022 and 2021 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, 2022	$	2	$	3,090		(701)	$	301	$	(1,972)	$	107	$	827
Reissuance of common stock (0.2 million shares)				(2)		5								3
Shares repurchased (0.8 million shares)				(10)										(10)
Stock compensation (0.4 million shares)				7										7
Net earnings								88				34		122
Other comprehensive income										151		5		156
Other						(3)								(3)
Balance on March 31, 2022	$	2	$	3,085	$	(699)	$	389	$	(1,821)	$	146	$	1,102

	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, 2021	$	2	$	3,129	$	(714)	$	152	$	(2,272)	$	104	$	401
Reissuance of common stock (0.2 million shares)				(2)		4								2
Stock compensation (0.3 million shares)				4										4
Net loss								(97)				6		(91)
Other comprehensive loss										(48)		(4)		(52)
Other				19		(2)		(19)						(2)
Balance on March 31, 2021	$	2	$	3,150	$	(712)	$	36	$	(2,320)	$	106	$	262

Schedule of shares outstanding

	Shares Outstanding (in thousands)
	March 31,	December 31,	March 31,
	2022	2021	2021
Shares of common stock issued (including treasury shares)	187,617	187,752	189,796
Treasury shares	31,401	31,397	31,884

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Loss.

Component of accumulated other comprehensive loss

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2022	$	(1,290)	$	(21)		$	(661)		$	(1,972)
Change before reclassifications		130		18			(2)			146
Amounts reclassified from accumulated other comprehensive loss				(15)	(a)		14	(b)		(1)
Translation effect							6			6
Other comprehensive income (loss) attributable to the Company		130		3			18			151
Balance on March 31, 2022	$	(1,160)	$	(18)		$	(643)		$	(1,821)

									Total
									Accumulated
	Net Effect of		Change in Certain						Other
	Exchange Rate		Derivative			Employee			Comprehensive
	Fluctuations		Instruments			Benefit Plans			Loss
Balance on January 1, 2021	$	(1,229)	$	(60)		$	(983)		$	(2,272)
Change before reclassifications		(81)		63			3			(15)
Amounts reclassified from accumulated other comprehensive income (loss)				(50)	(a)		19	(b)		(31)
Translation effect							(2)			(2)
Other comprehensive income (loss) attributable to the Company		(81)		13			20			(48)
Balance on March 31, 2021	$	(1,310)	$	(47)		$	(963)		$	(2,320)

(a) Amount is recorded to Other income (expense), net and interest expense, net on the Condensed Consolidated Results of Operations (see Note 5 for additional information).

(b) Amount is included in the computation of net periodic pension cost (see Note 7 for additional information) and net post-retirement benefit cost.

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Other Income (Expense), Net (Tables)

3 Months Ended

Mar. 31, 2022

Other Income (Expense), Net

Schedule of other income (expense), net

	Three months ended March 31,
	2022		2021
Gain on sale of divested business (see Note 18)	$	55	$
Charge related to Paddock support agreement liability (see Note 10)				(154)
Intangible amortization expense		(8)		(9)
Foreign currency exchange loss				(2)
Royalty income		6		5
Other		(2)		4
Other income (expense), net	$	51	$	(156)

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share

Computation of basic and diluted earnings per share

	Three months ended March 31,
	2022		2021
Numerator:
Net earnings (loss) attributable to the Company	$	88	$	(97)
Denominator (in thousands):
Denominator for basic earnings per share-weighted average shares outstanding		155,849		157,571
Effect of dilutive securities:
Stock options and other		2,949
Denominator for diluted earnings per share-adjusted weighted average shares outstanding		158,798		157,571
Basic earnings per share:
Net earnings (loss) attributable to the Company	$	0.56	$	(0.62)
Diluted earnings per share:
Net earnings (loss) attributable to the Company	$	0.55	$	(0.62)

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Information

Income taxes paid (received) in cash

	Three months ended March 31,
	2022		2021
U.S.	$	2	$	—
Non-U.S.		21		10
Total income taxes paid in cash	$	23	$	10

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Segment Information (Details)	3 Months Ended
	Mar. 31, 2022 segment
Segment Information
Number of reportable segments	2
Number of operating segments	2

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Segment Information - Reportable Segments - Net Sales (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net sales:
Net sales	$ 1,692	$ 1,500
Reportable Segment Totals
Net sales:
Net sales	1,648	1,476
Americas
Net sales:
Net sales	940	837
Europe
Net sales:
Net sales	708	639
Other
Net sales:
Net sales	$ 44	$ 24

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Segment Information - Reportable Segments - Segment Operating Profits and Reporting Segment Totals (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment operating profit:
Earnings (loss) before income taxes	$ 170	$ (65)
Items excluded from segment operating profit:
Retained corporate costs and other	50	35
Gain on sale of divested business	(55)
Charge related to Paddock support agreement		154
Interest expense, net	66	51
Segment operating profit
Segment operating profit	231	175
Americas
Segment operating profit
Segment operating profit	129	100
Europe
Segment operating profit
Segment operating profit	$ 102	$ 75

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Segment Information - Total Assets (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Assets
Total assets:	$ 8,877	$ 8,832	$ 8,825
Reportable Segment Totals
Assets
Total assets:	8,475	8,366	8,291
Americas
Assets
Total assets:	5,097	4,853	4,755
Europe
Assets
Total assets:	3,378	3,513	3,536
Other
Assets
Total assets:	$ 402	$ 466	$ 534

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Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue
Net sales	$ 1,692	$ 1,500
Reportable Segment Totals
Disaggregation of Revenue
Net sales	1,648	1,476
Americas
Disaggregation of Revenue
Net sales	940	837
Europe
Disaggregation of Revenue
Net sales	708	639
Other
Disaggregation of Revenue
Net sales	44	24
Alcoholic beverages (beer, wine, spirits)
Disaggregation of Revenue
Net sales	1,111	979
Alcoholic beverages (beer, wine, spirits) | Americas
Disaggregation of Revenue
Net sales	575	502
Alcoholic beverages (beer, wine, spirits) | Europe
Disaggregation of Revenue
Net sales	536	477
Food and other
Disaggregation of Revenue
Net sales	324	327
Food and other | Americas
Disaggregation of Revenue
Net sales	214	209
Food and other | Europe
Disaggregation of Revenue
Net sales	110	118
Non-alcoholic beverages
Disaggregation of Revenue
Net sales	213	170
Non-alcoholic beverages | Americas
Disaggregation of Revenue
Net sales	151	126
Non-alcoholic beverages | Europe
Disaggregation of Revenue
Net sales	$ 62	$ 44

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Credit Losses (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Credit Losses
Accounts receivable, net	$ 900	$ 692	$ 714
Allowance for doubtful accounts	$ 30	$ 28	$ 32

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Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Inventories
Finished goods	$ 676	$ 659	$ 672
Raw materials	121	119	119
Operating supplies	40	38	36
Inventories	$ 837	$ 816	$ 827

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Derivative Instruments - Derivatives and Hedges (Details) - Foreign exchange risk - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Cash Flow Hedges
Derivatives and Hedges
Unrecognized gain included in Accumulated OCI	$ 1	$ 6	$ 10
Fair Value Hedges
Derivatives and Hedges
Amount excluded from assessment of effectiveness and included in Accumulated OCI	$ 5	$ 5

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Derivative Instruments - Balance Sheet Classification (Details) € in Millions, $ in Millions, $ in Millions	Mar. 31, 2022 USD ($)	Mar. 31, 2022 EUR (€)	Mar. 31, 2022 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Mar. 31, 2021 USD ($)	Mar. 31, 2021 EUR (€)
Derivatives, Fair Value
Total asset derivatives	$ 20.0			$ 19.0		$ 28.0
Total liability derivatives	41.0			44.0		109.0
Current derivative asset	14.0			14.0		18.0
Current derivative liability	2.0			2.0		9.0
Noncurrent derivative asset	6.0			5.0		10.0
Noncurrent derivative liability	39.0			42.0		100.0
Derivatives designated as hedging instruments
Derivatives, Fair Value
Total asset derivatives	14.0			18.0		23.0
Total liability derivatives	41.0			42.0		106.0
Derivatives designated as hedging instruments | Foreign exchange risk
Derivatives, Fair Value
Total asset derivatives	12.0			9.0
Total liability derivatives	5.0
Derivatives designated as hedging instruments | Interest rate swaps - fair value hedges
Derivatives, Fair Value
Notional amount | €		€ 725			€ 725		€ 725
Total asset derivatives				4.0		13.0
Total liability derivatives	20.0			2.0
Derivatives designated as hedging instruments | Cash flow hedges of foreign exchange risk
Derivatives, Fair Value
Notional amount			$ 764	422.0		978.0
Total asset derivatives				2.0		8.0
Total liability derivatives	1.0			23.0		67.0
Derivatives designated as hedging instruments | Net investment hedges
Derivatives, Fair Value
Notional amount | €		311			311		€ 311
Total asset derivatives	2.0			3.0		2.0
Total liability derivatives	15.0			17.0		39.0
Derivatives not designated as hedging instruments | Foreign exchange contracts
Derivatives, Fair Value
Notional amount	446.0			202.0		301.0
Total asset derivatives	$ 6.0			1.0		5.0
Total liability derivatives				$ 2.0		$ 3.0
Fair Value Hedges | Derivatives designated as hedging instruments | Foreign exchange risk
Derivatives, Fair Value
Notional amount | €		€ 850			€ 400

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Derivative Instruments - Effects of Derivative Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivatives not designated as hedging instruments | Foreign exchange contracts
Derivatives and Hedges
Amount of Gain (Loss) Recognized in Other income (expense), net	$ 2	$ 10
Derivatives designated as hedging instruments
Derivatives and Hedges
Gain (Loss) Recognized in OCI (Effective Portion)	16	63
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	15	50
Derivatives designated as hedging instruments | Net Investment Hedges | Interest expense, net
Derivatives and Hedges
Gain (Loss) Recognized in OCI (Effective Portion)	3	15
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	1	1
Derivatives designated as hedging instruments | Foreign exchange risk | Cash Flow Hedges | Other income (expense), net
Derivatives and Hedges
Gain (Loss) Recognized in OCI (Effective Portion)	13	48
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 14	$ 49

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Restructuring Accruals (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring accrual
Beginning balance, restructuring reserve	$ 31	$ 45
Net cash paid, principally severance and related benefits	(4)	(3)
Other, including foreign exchange translation		1
Ending balance, restructuring reserve	27	43
Employee Costs
Restructuring accrual
Beginning balance, restructuring reserve	20	38
Net cash paid, principally severance and related benefits	(3)	(3)
Ending balance, restructuring reserve	17	35
Other Exit Costs
Restructuring accrual
Beginning balance, restructuring reserve	11	7
Net cash paid, principally severance and related benefits	(1)
Other, including foreign exchange translation		1
Ending balance, restructuring reserve	$ 10	$ 8

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Pension Benefit Plans (Details) - Funded Plan - Pension Benefit Plans - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
U.S.
Components of net periodic pension cost
Service cost	$ 3	$ 3
Interest cost	9	10
Expected asset return	(15)	(21)
Amortization of actuarial loss	11	16
Net periodic pension cost	8	8
Non-U.S. Pension Plans
Components of net periodic pension cost
Service cost	2	3
Interest cost	6	5
Expected asset return	(11)	(11)
Amortization of actuarial loss	$ 3	$ 3

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2022
Income Taxes.
Statutory U.S. Federal tax rate (as a percent)	21.00%

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Debt (Details) $ / shares in Units, € in Millions, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2021 USD ($)	Mar. 31, 2022 USD ($) item agreement $ / shares	Mar. 31, 2022 EUR (€)	Mar. 25, 2022 USD ($)	Feb. 28, 2022 USD ($)	Feb. 10, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Mar. 31, 2021 USD ($)	Mar. 31, 2021 EUR (€)
Debt Instrument
Total long-term debt		$ 4,647.0					$ 4,791.0		$ 5,309.0
Less amounts due within one year		26.0					38.0		141.0
Long-term debt		$ 4,621.0					4,753.0		5,168.0
Number of financial maintenance covenants | agreement		1
Maximum Borrowing Capacity				$ 2,800.0
Weighted average interest rate (as a percent)		2.12%	2.12%
Maximum
Debt Instrument
Leverage Ratio | item		2.50
Secured Credit Agreement
Debt Instrument
Unused Credit		$ 1,140.0
Additional interest charges for note repurchase premiums and write-off of unamortized finance fees		$ 2.0
Secured Credit Agreement | Minimum
Debt Instrument
Interest rate margin, Term SOFR loans and Euro currency rate loans		1.00%	1.00%
Interest rate margin, Base Rate loans (as a percent)		0.00%
Secured Credit Agreement | Maximum
Debt Instrument
Interest rate margin, Term SOFR loans and Euro currency rate loans		1.75%	1.75%
Interest rate margin, Base Rate loans (as a percent)		0.75%
Revolving Loans
Debt Instrument
Total long-term debt		$ 100.0
Revolving Loans
Debt Instrument
Total long-term debt									292.0
Term Loan A
Debt Instrument
Total long-term debt		946.0
Term Loan A
Debt Instrument
Total long-term debt							923.0		1,068.0
Face Value		950.0
Debt redeemed	$ 128.0
Increase in long term debt, net of debt issuance costs		946.0
Other secured debt
Debt Instrument
Total long-term debt									110.0
Senior Notes
Debt Instrument
Debt Repurchase offer price						$ 250.0
Additional interest charges for note repurchase premiums and write-off of unamortized finance fees	$ 13.0	$ 16.0
Senior Notes 4.00%, due 2023
Debt Instrument
Total long-term debt									308.0
Interest rate, stated percentage	4.00%	4.00%	4.00%
Senior Notes 5.875%, due 2023
Debt Instrument
Total long-term debt		$ 547.0					695.0		692.0
Interest rate, stated percentage		5.875%	5.875%		5.875%	5.875%
Debt repurchased amount					$ 150.0
Fair values of fixed rate debt obligations
Principal Amount		$ 550.0
Indicated Market Price (in dollars per share) | $ / shares		$ 102.20
Fair Value		$ 562.0
Senior Notes 3.125%, due 2024 (725 million EUR)
Debt Instrument
Total long-term debt		$ 793.0	€ 725				826.0	€ 725	866.0	€ 725
Interest rate, stated percentage		3.125%	3.125%
Fair values of fixed rate debt obligations
Principal Amount		$ 809.0
Indicated Market Price (in dollars per share) | $ / shares		$ 99.83
Fair Value		$ 808.0
Senior Notes 6.375%, due 2025
Debt Instrument
Total long-term debt		$ 297.0					297.0		296.0
Interest rate, stated percentage		6.375%	6.375%			6.375%
Fair values of fixed rate debt obligations
Principal Amount		$ 300.0
Indicated Market Price (in dollars per share) | $ / shares		$ 101.91
Fair Value		$ 306.0
Senior Notes, 5.375% due 2025
Debt Instrument
Total long-term debt		$ 298.0					298.0		298.0
Interest rate, stated percentage		5.375%	5.375%			5.375%
Fair values of fixed rate debt obligations
Principal Amount		$ 300.0
Indicated Market Price (in dollars per share) | $ / shares		$ 100.21
Fair Value		$ 301.0
Senior Notes 2.875%, due 2025 (500 million EUR)
Debt Instrument
Total long-term debt		$ 553.0	€ 500				561.0	€ 500	579.0	€ 500
Interest rate, stated percentage		2.875%	2.875%
Fair values of fixed rate debt obligations
Principal Amount		$ 558.0
Indicated Market Price (in dollars per share) | $ / shares		$ 98.26
Fair Value		$ 548.0
Senior Notes 6.625%, due 2027
Debt Instrument
Total long-term debt		$ 606.0					693.0		692.0
Interest rate, stated percentage		6.625%	6.625%		6.625%	6.625%
Debt repurchased amount					$ 88.2
Fair values of fixed rate debt obligations
Principal Amount		$ 611.8
Indicated Market Price (in dollars per share) | $ / shares		$ 99.81
Fair Value		$ 611.0
Senior Notes 4.75% due 2030
Debt Instrument
Total long-term debt	$ 400.0	$ 395.0					395.0
Interest rate, stated percentage	4.75%	4.75%	4.75%
Debt redeemed	$ 310.0
Increase in long term debt, net of debt issuance costs	$ 395.0
Fair values of fixed rate debt obligations
Principal Amount		$ 400.0
Indicated Market Price (in dollars per share) | $ / shares		$ 92.68
Fair Value		$ 371.0
Finance leases
Debt Instrument
Total long-term debt		108.0					98.0		102.0
Other debt
Debt Instrument
Total long-term debt		4.0					$ 5.0		$ 6.0
Revolving Credit Facility
Debt Instrument
Total long-term debt		$ 300.0
Additional default interest rate per annum applied to all obligations owed under the Agreement		2.00%
Revolving Credit Facility | Minimum
Debt Instrument
Facility fee payable (as a percent)		0.20%
Revolving Credit Facility | Maximum
Debt Instrument
Facility fee payable (as a percent)		0.35%
Delayed draw term loan facility
Debt Instrument
Maximum Borrowing Capacity				$ 600.0
Multicurrency Revolving Credit Facility
Debt Instrument
Total long-term debt		$ 950.0

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Contingencies - Asbestos (Details)			3 Months Ended			12 Months Ended
	Apr. 25, 2022	Apr. 26, 2021 USD ($)	Mar. 31, 2022 USD ($) lawsuit	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 USD ($)	Jun. 01, 2020 USD ($)	Dec. 31, 1993 USD ($)
Loss contingencies
Sale of goods containing asbestos from 1948 to 1958			$ 40,000,000
Settlement Consideration		$ 610,000,000
Percentage of current asbestos claimants voting on the Plan		75.00%
Charge related to Paddock support agreement				$ 154,000,000
Liability from deconsolidation			$ 625,000,000	$ 625,000,000			$ 625,000,000
Claims disposed | lawsuit			401,200
Average indemnity payment per claim			$ 10,200
Asbestos-related cash payments						$ 151,000,000
Cash payments per claim disposed including legal costs						129,000
Asbestos-related liability, total amount accrued beginning in 1993 through current reporting period before insurance recoveries			$ 5,000,000.0						$ 975,000,000
Accrual of asbestos related liability						486,000,000
Asbestos related charges						$ 35,000,000
Minimum
Loss contingencies
Number of pending plaintiffs and claimants | lawsuit			850
Maximum
Loss contingencies
Number of pending plaintiffs and claimants | lawsuit			900
Paddock
Loss contingencies
Cash								$ 47,000,000
Loss for deconsolidation of Paddock					$ 14,000,000
Deconsolidation investing outflow					$ 47,000,000
Liability from deconsolidation								$ 471,000,000
Paddock | Subsequent Event
Loss contingencies
Percentage in number of asbestos claimants voted on plan to accept plan	99.00%
Percentage in amount asbestos claimants voted on plan to accept plan	99.00%

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Share Owners' Equity - Rollforward (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Share Owners' Equity
Balance	$ 827	$ 401
Reissuance of common stock	3	2
Shares repurchased	(10)
Stock compensation	7	4
Net earnings (loss)	122	(91)
Other comprehensive income (loss)	156	(52)
Other	(3)	(2)
Balance	1,102	262
Common Stock
Increase (Decrease) in Share Owners' Equity
Balance	2	2
Balance	2	2
Capital in Excess of Par Value
Increase (Decrease) in Share Owners' Equity
Balance	3,090	3,129
Reissuance of common stock	(2)	(2)
Shares repurchased	(10)
Stock compensation	7	4
Other		19
Balance	3,085	3,150
Treasury Stock
Increase (Decrease) in Share Owners' Equity
Balance	(701)	(714)
Reissuance of common stock	5	4
Other	(3)	(2)
Balance	(699)	(712)
Retained Earnings
Increase (Decrease) in Share Owners' Equity
Balance	301	152
Net earnings (loss)	88	(97)
Other		(19)
Balance	389	36
Accumulated Other Comprehensive Loss
Increase (Decrease) in Share Owners' Equity
Balance	(1,972)	(2,272)
Other comprehensive income (loss)	151	(48)
Balance	(1,821)	(2,320)
Non-controlling Interests
Increase (Decrease) in Share Owners' Equity
Balance	107	104
Net earnings (loss)	34	6
Other comprehensive income (loss)	5	(4)
Balance	$ 146	$ 106

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Share Owners' Equity - Rollforward Shares (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Share Owners' Equity
Reissuance of common stock (in shares)	200,000	200,000
Shares repurchased (in shares)	764,501
Stock compensation (in shares)	400,000	300,000

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Share Owners' Equity - Share Repurchase (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Share Owners' Equity
Shares repurchased	$ 10
Shares repurchased (in shares) | shares	764,501
Stock repurchase plan authorized	$ 150
Remaining repurchase of common stock available	$ 100

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Share Owners' Equity -Authorization of Common Stock (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Authorization of common stock
Shares of common stock issued (including treasury shares)	250,000,000	250,000,000	250,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Shares of common stock issued (including treasury shares)	187,617,000	187,752,000	189,796,000
Treasury shares	31,401,000	31,397,000	31,884,000

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Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) Accumulated Other Comprehensive Loss, Net of Tax
Other comprehensive income (loss)	$ 156	$ (52)
Net Effect of Exchange Rate Fluctuations
Increase (Decrease) Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of the period	(1,290)	(1,229)
Change before reclassifications	130	(81)
Other comprehensive income (loss)	130	(81)
Balance at end of the period	(1,160)	(1,310)
Change in Certain Derivative Instruments
Increase (Decrease) Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of the period	(21)	(60)
Change before reclassifications	18	63
Amounts reclassified from accumulated other comprehensive income (loss)	(15)	(50)
Other comprehensive income (loss)	3	13
Balance at end of the period	(18)	(47)
Employee Benefit Plans
Increase (Decrease) Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of the period	(661)	(983)
Change before reclassifications	(2)	3
Amounts reclassified from accumulated other comprehensive income (loss)	14	19
Translation effect	6	(2)
Other comprehensive income (loss)	18	20
Balance at end of the period	(643)	(963)
Accumulated Other Comprehensive Loss.
Increase (Decrease) Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of the period	(1,972)	(2,272)
Change before reclassifications	146	(15)
Amounts reclassified from accumulated other comprehensive income (loss)	(1)	(31)
Translation effect	6	(2)
Other comprehensive income (loss)	151	(48)
Balance at end of the period	$ (1,821)	$ (2,320)

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Other Income (Expense), Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other Income (Expense), Net
Gain on sale of divested business (see Note 18)	$ 55
Charge related to Paddock support agreement liability (see Note 10)		$ (154)
Intangible amortization expense	(8)	(9)
Foreign currency exchange loss		(2)
Royalty income	6	5
Other	(2)	4
Other income (expense), net	$ 51	$ (156)

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net earnings (loss) attributable to the Company	$ 88	$ (97)
Denominator (in thousands):
Denominator for basic earnings per share - weighted average shares outstanding (in shares)	155,849,000	157,571,000
Effect of dilutive securities:
Stock options and other (in shares)	2,949,000
Denominator for diluted earnings per share - adjusted weighted average shares outstanding (in shares)	158,798,000	157,571,000
Basic earnings per share:
Net earnings (loss) attributable to the Company (in dollars per share)	$ 0.56	$ (0.62)
Diluted earnings per share:
Net earnings (loss) attributable to the Company (in dollars per share)	$ 0.55	$ (0.62)
Weighted average shares of common stock attributable to options not included in diluted earnings per share (in shares)	1,576,542	1,890,075

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Supplemental Cash Flow Information
Amount of receivables sold	$ 461	$ 444	$ 481
Receivables sold under supply chain factoring program	155	186	$ 180
Interest paid in cash	64	49
Increase or decrease to cash from operating activities from factoring programs	(20)	8
Interest expense due to factoring program	1	1
Income taxes paid in cash
Income taxes paid in cash	23	10
Cash interest included in note repurchase premiums	12
U.S. operations
Income taxes paid in cash
Income taxes paid in cash	2
Non-U.S.
Income taxes paid in cash
Income taxes paid in cash	$ 21	$ 10

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Divestitures (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Jan. 31, 2021	Mar. 31, 2022
Divestitures
Gain on sale of divested business		$ 55
Argentina | Disposal Group, Not Discontinued Operations
Divestitures
Gross proceeds	$ 10
Cristar TableTop S.A.S. | Disposal Group, Not Discontinued Operations
Divestitures
Gross proceeds		96
Gain on sale of divested business		55
Gain on sale of businesses, after tax		$ 16