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, 2023

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

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, 2023 was 155,274,200.

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, 2022.

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 discussed 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,
	2023		2022
Net sales	$	1,831	$	1,692
Cost of goods sold		(1,347)		(1,388)
Gross profit		484		304
Selling and administrative expense		(147)		(119)
Research, development and engineering expense		(19)		(23)
Interest expense, net		(68)		(66)
Equity earnings		30		23
Other income (expense), net		(10)		51
Earnings before income taxes		270		170
Provision for income taxes		(60)		(48)
Net earnings		210		122
Net earnings attributable to non-controlling interests		(4)		(34)
Net earnings attributable to the Company	$	206	$	88
Basic earnings per share:
Net earnings attributable to the Company	$	1.33	$	0.56
Weighted average shares outstanding (thousands)		154,696		155,849
Diluted earnings per share:
Net earnings attributable to the Company	$	1.29	$	0.55
Weighted average diluted shares outstanding (thousands)		159,094		158,798

See accompanying notes.

2

O-I GLASS, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME

(Dollars in millions)

(Unaudited)

	Three months ended
	March 31,
	2023		2022
Net earnings	$	210	$	122
Other comprehensive income (loss):
Foreign currency translation adjustments		161		135
Pension and other postretirement benefit adjustments, net of tax		(3)		18
Change in fair value of derivative instruments, net of tax		(21)		3
Other comprehensive income		137		156
Total comprehensive income		347		278
Comprehensive income attributable to non-controlling interests		(7)		(39)
Comprehensive income attributable to the Company	$	340	$	239

See accompanying notes.

3

O-I GLASS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)

	March 31,		December 31,		March 31,
	2023		2022		2022
Assets
Current assets:
Cash and cash equivalents	$	480	$	773	$	519
Trade receivables, net of allowance of $32 million, $28 million, and $30 million at March 31, 2023, December 31, 2022 and March 31, 2022		997		760		900
Inventories		1,019		848		837
Prepaid expenses and other current assets		256		222		234
Total current assets		2,752		2,603		2,490
Property, plant and equipment, net		3,062		2,962		2,833
Goodwill		1,867		1,813		1,863
Intangibles, net		267		262		283
Other assets		1,477		1,421		1,408
Total assets	$	9,425	$	9,061	$	8,877
Liabilities and share owners’ equity
Current liabilities:
Accounts payable	$	1,304	$	1,355	$	1,169
Short-term loans and long-term debt due within one year		345		345		67
Other liabilities		606		657		514
Total current liabilities		2,255		2,357		1,750
Long-term debt		4,422		4,371		4,621
Paddock support agreement liability						625
Other long-term liabilities		861		805		779
Share owners' equity		1,887		1,528		1,102
Total liabilities and share owners’ equity	$	9,425	$	9,061	$	8,877

See accompanying notes.

4

O-I GLASS, INC.

CONDENSED CONSOLIDATED CASH FLOWS

(Dollars in millions)

(Unaudited)

	Three months ended March 31,
	2023		2022
Cash flows from operating activities:
Net earnings	$	210	$	122
Non-cash charges
Depreciation and amortization		118		116
Pension expense		7		8
Gain on sale of divested business				(55)
Cash payments
Pension contributions		(6)		(6)
Cash paid for restructuring activities		(6)		(4)
Change in components of working capital		(536)		(259)
Other, net (a)		20		5
Cash utilized in operating activities		(193)		(73)
Cash flows from investing activities:
Cash payments for property, plant and equipment		(95)		(96)
Contributions and advances to joint ventures		(3)
Cash proceeds on disposal of other businesses and misc. assets				96
Net cash payments for hedging activity				(2)
Cash utilized in investing activities		(98)		(2)
Cash flows from financing activities:
Changes in borrowings, net		(5)		(112)
Payment of finance fees				(20)
Shares repurchased		(10)		(10)
Net cash payments for hedging activity				(7)
Issuance of common stock and other		(1)		(3)
Cash utilized in financing activities		(16)		(152)
Effect of exchange rate fluctuations on cash		14		21
Change in cash		(293)		(206)
Cash at beginning of period		773		725
Cash at end of period	$	480	$	519

(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 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 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 accounting principles generally accepted in the United States (“U.S. GAAP”) and, therefore, does not purport to be an alternative to earnings before income taxes. Further, the Company's measure of segment operating profit may not be comparable to similarly titled measures of other companies.
​

Financial information for the three months ended March 31, 2023 and 2022 regarding the Company’s reportable segments is as follows:

	Three months ended March 31,
	2023		2022
Net sales:
Americas	$	1,000	$	940
Europe		799		708
Reportable segment totals		1,799		1,648
Other		32		44
Net sales	$	1,831	$	1,692

6

	Three months ended March 31,
	2023		2022
Earnings before income taxes	$	270	$	170
Items excluded from segment operating profit:
Retained corporate costs and other		60		50
Gain on sale of divested business				(55)
Interest expense, net		68		66
Segment operating profit	$	398	$	231
Americas	$	176	$	129
Europe		222		102
Reportable segment totals	$	398	$	231

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

	March 31,		December 31,		March 31,
	2023		2022		2022
Total assets:
Americas	$	5,341	$	5,109	$	5,097
Europe		3,639		3,392		3,378
Reportable segment totals		8,980		8,501		8,475
Other		445		560		402
Consolidated totals	$	9,425	$	9,061	$	8,877

2. Revenue

Revenue is recognized at a point in time when obligations under the terms of the Company’s contracts and related purchase orders with its customers are satisfied. This occurs with the transfer of control of glass containers, which primarily takes place when products are shipped from the Company’s manufacturing or warehousing facilities to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimated provisions for rebates, discounts, returns and allowances. Amounts billed to customers related to shipping and handling or other pass-through items are included in net sales in the Condensed Consolidated Results of Operations. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are based on customary business practices and can vary by customer type. The term between invoicing and when payment is due is not significant. Also, the Company elected to account for shipping and handling costs as a fulfillment cost at the time of shipment.

For the three-month periods ended March 31, 2023 and March 31, 2022, the Company had no material bad debt expense, and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheets.

The following tables for the three months ended March 31, 2023 and 2022 disaggregate the Company’s revenue by customer end use:

	Three months ended March 31, 2023
	Americas		Europe		Total
Alcoholic beverages (beer, wine, spirits)	$	609	$	604	$	1,213
Food and other		218		126		344
Non-alcoholic beverages		173		69		242
Reportable segment totals	$	1,000	$	799	$	1,799
Other						32
Net sales					$	1,831

7

	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

​
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, 2023 and March 31, 2022, the Company reported $997 million and $900 million of accounts receivable, respectively, net of allowances of $32 million and $30 million, respectively. Changes in the allowance were not material for each of the three months ended March 31, 2023 and March 31, 2022.

4. Inventories

Major classes of inventory at March 31, 2023, December 31, 2022 and March 31, 2022 are as follows:

	March 31,		December 31,		March 31,
	2023		2022		2022
Finished goods	$	800	$	667	$	676
Raw materials		171		137		121
Operating supplies		48		44		40
	$	1,019	$	848	$	837

5. Derivative Instruments

The Company has certain derivative assets and liabilities, which consist of natural gas forwards and collars, foreign exchange option and forward contracts, interest rate swaps and cross-currency swaps. The valuation of these instruments is determined primarily using the income approach, including discounted cash flow analysis on the expected cash flows of each derivative. Natural gas prices, foreign exchange rates and interest rates are the significant inputs into the valuation models. The Company also evaluates counterparty risk in determining fair values. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Estimates of the fair value of foreign currency and commodity derivative

8

instruments are determined using exchange traded prices and rates. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These inputs are observable in active markets over the terms of the instruments the Company holds, and, accordingly, the Company classifies its derivative assets and liabilities as Level 2 in the hierarchy.

Commodity Forward Contracts and Collars Designated as Cash Flow Hedges

The Company has entered into commodity forward contracts and collars related to forecasted natural gas requirements, the objective of which are to limit the effects of fluctuations in future market prices of natural gas and the related volatility in cash flows.

An unrecognized loss of $12 million at March 31, 2023 and an unrecognized loss of $1 million at December 31, 2022 related to the commodity forward contracts and collars was included in Accumulated other comprehensive income (“Accumulated OCI”), and will be reclassified into earnings over the next 12 months..

Cash Flow Hedges of Foreign Exchange Risk

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

An unrecognized gain of $0 million at March 31, 2023, an unrecognized gain of $1 million at December 31, 2022 and an unrecognized gain of $1 million at March 31, 2022, related to these cross-currency swaps, were 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 and variable interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency.  The Company uses derivatives to manage these exposures and designates these derivatives as fair value hedges of foreign exchange risk. Approximately $19 million, $16 million and $5 million of the components were excluded from the assessment of effectiveness and are included in Accumulated OCI at March 31, 2023, December 31, 2022 and March 31, 2022, respectively.

Interest Rate Swaps Designated as Fair Value Hedges

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

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on investments it holds in non-U.S. subsidiaries and uses cross-currency swaps to partially hedge this exposure.  

Foreign Exchange Derivative Contracts Not Designated as Hedging Instruments

The Company uses short-term forward exchange or option agreements to purchase foreign currencies at set rates in the future. These agreements are used to limit exposure to fluctuations in foreign currency exchange rates for significant planned purchases of fixed assets or commodities that are denominated in currencies other than the subsidiaries’ functional currency. The Company also uses foreign exchange agreements to offset the foreign currency exchange rate

9

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, 2023, December 31, 2022 and March 31, 2022:

	Fair Value of						Fair Value of
	Hedge Assets						Hedge Liabilities
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
	2023		2022		2022		2023		2022		2022
Derivatives designated as hedging instruments:
Commodity forward contracts and collars (a)	$	—	$	3	$	—	$	20	$	9	$	—
Interest rate swaps - fair value hedges (b)								39		44		20
Cash flow hedges of foreign exchange risk (c)								2				1
Fair value hedges of foreign exchange risk (d)		5		7		12		78		62		5
Net investment hedges (e)		2		3		2		34		28		15
Total derivatives accounted for as hedges	$	7	$	13	$	14	$	173	$	143	$	41
Derivatives not designated as hedges:
Foreign exchange derivative contracts (f)		8		5		6		2		2		—
Total derivatives	$	15	$	18	$	20	$	175	$	145	$	41
Current	$	15	$	15	$	14	$	36	$	32	$	2
Noncurrent				3		6		139		113		39
Total derivatives	$	15	$	18	$	20	$	175	$	145	$	41

(a) The notional amount of the commodity forward contracts and collars was approximately 49 million and 46 million British Thermal Units (“BTUs”) at March 31, 2023 and December 31, 2022, respectively. The maximum maturity dates are in 2027 at March 31, 2023 and December 31, 2022.

(b) The notional amounts of the interest rate swaps designated as fair value hedges were €725 million at March 31, 2023, December 31, 2022 and March 31, 2022. The maximum maturity dates are in 2024 at March 31, 2023, December 31, 2022 and March 31, 2022.

(c) The notional amounts of the cash flow hedges of foreign exchange risk were 710 million Mexican pesos at March 31, 2023, 0 Mexican pesos at December 31, 2022 and 764 million Mexican pesos at March 31, 2022. The maximum maturity dates are in 2023 at March 31, 2023 and in 2022 at March 31, 2022.

(d) The notional amounts of the fair value hedges of foreign exchange risk were $844 million at March 31, 2023, $844 million at December 31, 2022 and $850 million at March 31, 2022. The maximum maturity dates are in 2030 at March 31, 2023, December 31, 2022 and March 31, 2022.

(e) The notional amounts of the net investment hedges were €358 million at March 31, 2023, €358 million at December 31, 2022 and €311 million March 31, 2022. The maximum maturity dates are in 2026 at March 31, 2023, 2027 at December 31, 2022 and 2027 at March 31, 2022.

(f) The notional amounts of the foreign exchange derivative contracts were $420 million, $245 million and $446 million at March 31, 2023, December 31, 2022 and March 31, 2022, respectively. The maximum maturity dates are in 2023 at March 31, 2023, in 2022 at December 31, 2022 and in March 31, 2022.

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:	2023		2022		2023		2022
Cash Flow Hedges
Commodity forward contracts and collars (a)	$	(18)	$		$	(4)	$
Cash flow hedges of foreign exchange risk (a)		(2)		13		1		14
Net Investment Hedges
Net Investment Hedges (b)		(6)		3		1		1
	$	(26)	$	16	$	(2)	$	15

	Amount of Gain (Loss) Recognized in Other income (expense), net
	Three months ended March 31,
Derivatives not designated as hedges:	2023		2022
Foreign exchange derivative contracts	$	(1)	$	2

(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) cost of goods sold or (b) other income (expense), net.

6. Restructuring Accruals

Selected information related to the restructuring accruals for the three months ended March 31, 2023 and 2022 is as follows:

	Employee		Asset		Other		Total
	Costs		Impairment		Exit Costs		Restructuring
Balance at January 1, 2023	$	17	$	—	$	10	$	27
Net cash paid, principally severance and other exit costs		(3)				(3)		(6)
Balance at March 31, 2023	$	14	$	—	$	7	$	21

	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

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, 2023 and 2022, 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, 2023 and 2022 are as follows:

	U.S.				Non-U.S.
	Three months ended March 31,				Three months ended March 31,
	2023		2022		2023		2022
Service cost	$	2	$	3	$	2	$	2
Interest cost		11		9		9		6
Expected asset return		(14)		(15)		(7)		(11)
Amortization of actuarial loss		2		11		2		3
Net periodic pension cost	$	1	$	8	$	6	$	—

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 U.S. GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. The Company’s annual effective tax rate may be affected by the mix of earnings in the U.S. and foreign jurisdictions, and factors such as changes in tax laws, tax rates or regulations, changes in business, changing interpretation of existing tax laws or regulations, the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The annual effective tax rate differs from the statutory U.S. Federal tax rate of 21% primarily because of varying non-U.S. tax rates and the impact of the U.S. valuation allowance.

The Company is currently under income tax examination in various tax jurisdictions in which it operates, including Brazil, Canada, Colombia, France, Germany, Indonesia, Italy, Mexico and Peru. The years under examination range from 2004 through 2021. 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.

12

9. Debt

The following table summarizes the long-term debt of the Company at March 31, 2023, December 31, 2022, and March 31, 2022:

	March 31,		December 31,		March 31,
	2023		2022		2022
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	—	$	—	$	100
Term Loans:
Term Loan A		1,426		1,426		946
Senior Notes:
5.875%, due 2023		250		249		547
3.125%, due 2024 (€725 million)		754		731		793
6.375%, due 2025		298		298		297
5.375%, due 2025		299		299		298
2.875%, due 2025 (€500 million)		542		529		553
6.625%, due 2027		607		607		606
4.750%, due 2030		396		396		395
Finance leases		147		132		108
Other		4		4		4
Total long-term debt		4,723		4,671		4,647
Less amounts due within one year		301		300		26
Long-term debt	$	4,422	$	4,371	$	4,621

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 “Original Agreement”), which refinanced in full the previous credit agreement. The Original Agreement provided for up to $2.8 billion of borrowings pursuant to term loans, revolving credit facilities and a delayed draw term loan facility. The delayed draw term loan facility allowed for a one-time borrowing of up to $600 million, the proceeds of which were used, in addition to other consideration paid by the Company and/or its subsidiaries, to fund an asbestos settlement trust (the “Paddock Trust”) established in connection with the confirmed plan of reorganization of Paddock Enterprises, LLC (“Paddock”) proposed by Paddock, O-I Glass and certain other parties in Paddock’s Chapter 11 case (see Note 10 for more information). On July 18, 2022, the Company drew down the $600 million delayed draw term loan to fund, together with other consideration, the Paddock Trust.

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

The Company recorded approximately $1 million of additional interest charges for third-party fees and the write-off of unamortized fees related to the Credit Agreement Amendment in the third quarter of 2022. The Company recorded approximately $2 million of additional interest charges for third-party fees incurred in connection with the execution of the Original Agreement and the write-off of unamortized fees related to the previous credit agreement in the first quarter of 2022.

13

At March 31, 2023, the Credit Agreement includes a $300 million revolving credit facility, a $950 million multicurrency revolving credit facility and $1,450 million in term loan A facilities ($1,426 million outstanding balance at March 31, 2023, net of debt issuance costs). At March 31, 2023, the Company had unused credit of $1.24 billion available under the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at March 31, 2023 was 6.33%.

The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.

The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio (as defined in the Credit Agreement), that requires the Company not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each term is defined and as described in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the Company could not request additional borrowings under the revolving facilities, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this would result in a default under the indentures governing the Company’s outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of March 31, 2023, the Company was in compliance with all covenants and restrictions in the Credit Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.

The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement. The interest rate on borrowings under the Credit Agreement is, at the Company’s option, the Base Rate, Term SOFR or, for non-U.S. dollar borrowings only, the Eurocurrency Rate (each as defined in the Credit Agreement), plus an applicable margin. The applicable margin is linked to the Total Leverage Ratio. The margins range from 1.00% to 2.25% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 1.25% for Base Rate loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum linked to the Total Leverage Ratio.

Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Such obligations are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign obligations, of stock of certain foreign subsidiaries. All obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Credit Agreement are guaranteed by certain foreign subsidiaries of the Company.

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

14

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 August 2022, the Company redeemed $300 million aggregate principal amount of its 5.875% Senior Notes due 2023. Following the redemption, $250.0 million aggregate principal amount of the 5.875% Senior Notes due 2023 remained outstanding. The redemption was funded with cash on hand. The Company recorded approximately $7 million of additional interest charges for note repurchase premiums and the write-off of unamortized finance fees related to this redemption.

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, 2023 of the Company’s significant fixed rate debt obligations are as follows:

Principal	Indicated Market
Amount	Price	Fair Value