← Back to OI filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings (loss) before interest expense, net and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. The segment data presented below is prepared in accordance with general accounting principles for segment reporting. The lines titled “reportable segment totals” in both net sales and segment operating profit, however, are non-GAAP measures when presented outside of the financial statement footnotes. Management has included reportable segment totals below to facilitate the discussion and analysis of financial condition and results of operations and believes this information allows the Board of Directors, management, investors and analysts to better understand the Company’s financial performance. The Company’s management, including the chief operating decision maker (defined as the Chief Executive Officer), uses segment operating profit, supplemented by net sales and selected cash flow information, to evaluate segment performance and allocate resources. Segment operating profit is not, however, intended as an alternative measure of operating results as determined in accordance with U.S. GAAP and is not necessarily comparable to similarly titled measures used by other companies.
Financial information for the three and six months ended June 30, 2026 and 2025 regarding the Company’s reportable segments is as follows (dollars in millions):
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net Sales:
Americas $ 949 $ 943 $ 1,819 $ 1,816
Europe 704 741 1,359 1,407
Reportable segment totals 1,653 1,684 3,178 3,223
Other 15 22 29 50
Net Sales $ 1,668 $ 1,706 $ 3,207 $ 3,273
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net loss attributable to the Company $ (972) $ (5) $ (1,046) $ (20)
Net earnings attributable to non-controlling interests 7 6 10 10
Net earnings (loss) (965) 1 (1,036) (10)
Provision for income taxes 138 6 156 36
Earnings (loss) before income taxes (827) 7 (880) 26
Items excluded from segment operating profit:
Retained corporate costs and other 24 25 56 53
Goodwill impairment 873 873
Restructuring, asset impairment and other charges 17 108 55 191
(Gain) loss on sale of joint venture and misc. assets (2) 44 (6)
Legacy environmental charge 4
Interest expense, net 86 85 165 166
Segment operating profit $ 171 $ 225 $ 313 $ 434
Americas 165 135 307 276
Europe 6 90 6 158
Reportable segment totals $ 171 $ 225 $ 313 $ 434
Note: All amounts excluded from reportable segment totals are discussed in the following applicable sections.
28
Executive Overview — Quarters ended June 30, 2026 and 2025
Net sales in the second quarter of 2026 decreased $38 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volumes, partially offset by slightly higher average selling prices and favorable foreign currency translation.
Loss before income taxes changed by $834 million in the second quarter of 2026 compared to earnings before income taxes in the same quarter in 2025. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe.
Segment operating profit of reportable segments in the second quarter of 2026 was $54 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company’s Fit to Win initiative, partially offset by furnace events and operational disruptions following recent plant restructuring actions and other costs.
Net interest expense in the second quarter of 2026 increased $1 million compared to the second quarter of 2025.
In the second quarter of 2026, the Company recorded net loss attributable to the Company of $972 million, or $6.33 per share, compared to a net loss attributable to the Company of $5 million, or $0.03 per share, in the second quarter of 2025. As discussed below, net loss attributable to the Company in 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments. These items increased net loss attributable to the Company by $986 million, or $6.42 per share, in the second quarter of 2026 and increased net loss attributable to the Company by $86 million, or $0.56 per share, in the second quarter of 2025.
Results of Operations — Second Quarter of 2026 Compared with Second Quarter of 2025
Net Sales
The Company’s net sales in the second quarter of 2026 were $1,668 million compared with $1,706 million in the second quarter of 2025, a decrease of $38 million, or approximately 2%. Glass container shipments, in tons, were down approximately 5% in the second quarter of 2026 (down approximately 4.5% excluding the impact of a divestiture), which decreased net sales by approximately $84 million compared to the same period in the prior year. Average selling prices slightly increased, which increased net sales by $4 million in the second quarter of 2026. The Company believes that several factors contributed to lower volumes in the second quarter of 2026, including softer demand, challenging prior year comparisons, and constrained sales opportunities resulting from several furnace events and operational disruptions following recent plant restructuring actions. Demand trends improved sequentially through the second quarter with June 2026 sales volumes being flat with June 2025. Food and non-alcoholic beverage glass container sales continue to perform better than beer, wine and spirits sales. Favorable foreign currency exchange rates increased net sales by $49 million in the second quarter of 2026 compared to the same period in the prior year. Other sales were approximately $7 million lower in the second quarter of 2026 than in the same quarter in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.
The change in net sales of reportable segments can be summarized as follows (dollars in millions):
Reportable segment net sales - 2025 $ 1,684
Price $ 4
Sales volume and mix (84)
Effects of changing foreign currency rates 49
Total effect on reportable segment net sales (31)
Reportable segment net sales - 2026 $ 1,653
29
Americas: Net sales in the Americas in the second quarter of 2026 were $949 million compared to $943 million in the second quarter of 2025, an increase of $6 million, or less than 1%. Higher selling prices in the region increased net sales by $36 million in the second quarter of 2026. Glass container shipments were approximately 7% lower in the second quarter of 2026, which decreased net sales by approximately $74 million, due to challenging prior year comparisons, softer demand, exiting some unprofitable business and the impact of a furnace event, which constrained sales opportunities. The favorable effects of foreign currency exchange rate changes increased net sales by $44 million in the second quarter of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.
Europe: Net sales in Europe in the second quarter of 2026 were $704 million compared to $741 million in the second quarter of 2025, a decrease of $37 million, or approximately 5%. Lower average selling prices in Europe decreased net sales by $32 million in the second quarter of 2026. Glass container shipments decreased by approximately 2% in the second quarter of 2026, which decreased net sales by approximately $10 million. The Company believes that lower net sales in the second quarter of 2026 were due to operational disruptions following recent plant restructuring actions, which limited sales opportunities. Favorable effects of foreign currency exchange rate changes increased net sales by $5 million in the second quarter of 2026 compared to the same period in the prior year, as the Euro slightly strengthened compared to the U.S. dollar.
Earnings (Loss) before Income Taxes and Segment Operating Profit
Loss before income taxes was $827 million in the second quarter of 2026 compared to earnings before income taxes of $7 million in the second quarter of 2025, a change of $834 million. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe.
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 second quarter of 2026 was $171 million, compared to $225 million in the second quarter of 2025, a decrease of $54 million, or 24%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were lower and favorably impacted by approximately $53 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations), partially offset by approximately $34 million related to temporary production curtailments, furnace events and operational disruptions following recent plant restructuring actions and other costs. Favorable foreign currency exchange rates increased segment operating profit by $9 million in the second quarter of 2026 compared to the same quarter in the prior year.
The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions):
Reportable segment operating profit - 2025 $ 225
Net price (net of cost inflation) $ (64)
Sales volume and mix (18)
Operating costs 19
Effects of changing foreign currency rates 9
Total net effect on reportable segment operating profit (54)
Reportable segment operating profit - 2026 $ 171
30
Americas: Segment operating profit in the Americas was $165 million in the second quarter of 2026, compared to $135 million in the second quarter of 2025, an increase of $30 million, or approximately 22%. Higher selling prices exceeded higher cost inflation and resulted in a $21 million increase to segment operating profit in the second quarter of 2026. The impact of lower shipments discussed above decreased segment operating profit by $17 million in the second quarter of 2026 compared to the same quarter in 2025. The effects of foreign currency exchange rates increased segment operating profit by $10 million in the second quarter of 2026.
In addition, operating costs in the second quarter of 2026 were $16 million lower than in the same period in the prior year, primarily due to approximately $19 million in savings from the Company’s Fit to Win initiative, partially offset by $3 million from costs related to a furnace event and other items.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in the Americas will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Europe: Segment operating profit in Europe was $6 million in the second quarter of 2026 compared to $90 million in the second quarter of 2025, a decrease of $84 million, or approximately 93%. Lower net selling prices (net of cost inflation) decreased segment operating profit by $85 million in the second quarter of 2026 compared to the same quarter in 2025 due to elevated competitive pressures and a step-up in energy costs following the expiration of favorable energy contracts at the end of 2025 and higher costs stemming from the Middle East conflicts. The impact of lower shipments discussed above decreased segment operating profit by approximately $1 million.
Partially offsetting this was the benefit of $3 million of lower operating costs in the second quarter of 2026 compared to the same quarter in 2025, driven by approximately $34 million of benefits from the Fit to Win initiative. These benefits were partially offset by approximately $31 million related to higher operating costs associated with recent plant restructuring actions, two furnace events and other higher costs. The effects of foreign currency exchange rates decreased segment operating profit by $1 million in the second quarter of 2026.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Interest Expense, Net
Net interest expense in the second quarter of 2026 was $86 million compared to $85 million in the second quarter of 2025.
Provision for Income Taxes
The Company’s effective tax rate from operations for the second quarter of 2026 was (17%) compared to 86% for the second quarter of 2025. The effective tax rate for the second quarter of 2026 differed from the second quarter of 2025 due to non-deductible goodwill impairment charges, the additional $96 million change in European valuation allowance on deferred tax assets and a change in the mix of geographic earnings in the second quarter of 2026.
31
Net Loss Attributable to the Company
For the second quarter of 2026, the Company recorded a net loss attributable to the Company of $972 million, or $6.33 per share, compared to a net loss attributable to the Company of $5 million, or $0.03 per share, in the second quarter of 2025. Net loss attributable to the Company in the second quarter of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).
Net Loss
(Increase)
Decrease
Description 2026 2025
Goodwill impairment $ (873) $
Restructuring, asset impairment and other charges (17) (108)
Gain on sale of joint venture and misc. assets 2
Charges for note repurchase premiums and write-off of deferred finance fees and related charges (1)
Change in European valuation allowance on deferred tax assets (96)
European investment tax incentive 22
Net impact of non-controlling interests on items above (1)
Total $ (986) $ (86)
Executive Overview — Six months ended June 30, 2026 and 2025
Net sales for the first six months of 2026 decreased $66 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volumes and lower average selling prices, partially offset by favorable foreign currency translation.
Loss before income taxes changed by $906 million in the first six months of 2026 compared to earnings before income taxes in the same period in 2025. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe.
Segment operating profit of reportable segments in the first half of 2026 was $121 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company’s Fit to Win initiative, partially offset by temporary production curtailments and furnace events and operational disruptions following recent plant restructuring actions and other costs.
Net interest expense in the first six months of 2026 decreased $1 million compared to the same period in 2025.
For the first six months of 2026, the Company recorded net loss attributable to the Company of $1,046 million, or $6.83 per share, compared to a net loss attributable to the Company of $20 million, or $0.13 per share, in the first six months of 2025. As discussed below, net loss attributable to the Company in 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments. These items increased net loss attributable to the Company by $1,067 million, or $6.97 per share, in the first half of 2026 and increased net loss attributable to the Company by $165 million, or $1.06 per share, in the first half of 2025.
Results of Operations — First Six Months of 2026 Compared with First Six Months of 2025
Net Sales
The Company’s net sales in the first half of 2026 were $3,207 million compared with $3,273 million in the first half of 2025, a decrease of $66 million, or approximately 2%. Average selling prices declined, which decreased net sales by $9 million in the first six months of 2026. Glass container shipments, in tons, were down approximately 7% in the first half of 2026 (down approximately 6% excluding the impact of a divestiture), which decreased net sales by
32
approximately $215 million compared to the same period in the prior year. The Company believes that several factors contributed to lower volumes in the first half of 2026, including softer demand in the beer, wine and spirits categories, tougher comparisons as the first half of 2025 likely benefitted from higher demand ahead of new U.S. tariffs, competitive pressures, primarily in Europe, and constrained sales opportunities resulting from several furnace events and operational disruptions following recent plant restructuring actions. Food and non-alcoholic beverage glass container sales continue to perform better than beer, wine and spirits sales. Favorable foreign currency exchange rates increased net sales by $179 million in the first half of 2026 compared to the same period in the prior year. Other sales were approximately $21 million lower in the first six months of 2026 than in the same period in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.
The change in net sales of reportable segments can be summarized as follows (dollars in millions):
Reportable segment net sales - 2025 $ 3,223
Price $ (9)
Sales volume and mix (215)
Effects of changing foreign currency rates 179
Total effect on reportable segment net sales (45)
Reportable segment net sales - 2026 $ 3,178
Americas: Net sales in the Americas in the first six months of 2026 were $1,819 million compared to $1,816 million in the first six months of 2025, an increase of $3 million, or less than 1%. Higher selling prices in the region increased net sales by $59 million in the first half of 2026. Glass container shipments were approximately 8% lower in the first six months of 2026, which decreased net sales by approximately $156 million, due to challenging prior year comparisons, soft demand in the beer and wine categories, ongoing customer inventory adjustments in spirits and a furnace event that constrained sales opportunities. Sales trends were more stable in the food and non-alcoholic beverage categories. Sales volumes in the first half of 2026 throughout the segment were down in North America and Mexico and up in South America compared to the same period in 2025. The favorable effects of foreign currency exchange rate changes increased net sales by $100 million in the first six months of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.
Europe: Net sales in Europe in the first six months of 2026 were $1,359 million compared to $1,407 million in the first six months of 2025, a decrease of $48 million, or approximately 3%. Lower average selling prices in Europe decreased net sales by $68 million in the first half of 2026. Glass container shipments decreased by approximately 4% in the first half of 2026, which decreased net sales by approximately $59 million. The Company believes that net sales in the first six months of 2026 were adversely impacted by competitive price pressure in select markets, tougher comparisons, as the first half of 2025 likely benefitted from higher demand ahead of new U.S. tariffs, and operational disruptions following recent plant restructuring actions that constrained sales opportunities. Lower shipments were most pronounced to wine customers across Southern Europe. Favorable effects of foreign currency exchange rate changes increased net sales by $79 million in the first half of 2026 compared to the same period in the prior year, as the Euro strengthened compared to the U.S. dollar.
Earnings (Loss) before Income Taxes and Segment Operating Profit
Loss before income taxes was $880 million in the first six months of 2026 compared to earnings before income taxes of $26 million in the first six months of 2025, a change of $906 million. This change was primarily due to a goodwill impairment and lower segment operating profit in Europe.
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.
33
Segment operating profit of reportable segments in the first half of 2026 was $313 million, compared to $434 million in the first half of 2025, a decrease of $121 million, or 28%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were lower and favorably impacted by approximately $91 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations), partially offset by approximately $71 million related to temporary production curtailments, furnace events and operational disruptions following recent plant restructuring actions and other costs. Favorable foreign currency exchange rates increased segment operating profit by $22 million in the first half of 2026 compared to the same period in the prior year.
The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions):
Reportable segment operating profit - 2025 $ 434
Net price (net of cost inflation) $ (129)
Sales volume and mix (34)
Operating costs 20
Effects of changing foreign currency rates 22
Total net effect on reportable segment operating profit (121)
Reportable segment operating profit - 2026 $ 313
Americas: Segment operating profit in the Americas was $307 million in the first six months of 2026, compared to $276 million in the first six months of 2025, an increase of $31 million, or approximately 11%. Higher selling prices exceeded higher cost inflation and resulted in a $32 million increase to segment operating profit in the first half of 2026. The impact of lower shipments discussed above, partially offset by an improved mix, decreased segment operating profit by $25 million in the first half of 2026 compared to the same period in 2025. The effects of foreign currency exchange rates increased segment operating profit by $17 million in the first six months of 2026.
In addition, operating costs in the first half of 2026 were $7 million lower than in the same period in the prior year, primarily due to approximately $37 million in savings from the Company’s Fit to Win initiative. These benefits were partially offset by approximately $30 million from temporary production curtailments to balance supply and demand, several external disruptions, including extreme weather in North America, civil unrest in Mexico and a natural gas pipeline outage in Peru, costs incurred related to a furnace event and the nonoccurrence of a $7 million insurance settlement recorded in the first half of 2025.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in the Americas will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Europe: Segment operating profit in Europe was $6 million in the first six months of 2026 compared to $158 million in the first six months of 2025, a decrease of $152 million, or approximately 96%. Lower net selling prices (net of cost inflation) decreased segment operating profit by $161 million in the first half of 2026 compared to the same period in 2025 due to a step-up in energy costs following the expiration of favorable energy contracts at the end of 2025 and elevated competitive pressures. The impact of lower shipments discussed above decreased segment operating profit by approximately $9 million.
Partially offsetting this was the benefit of $13 million of lower operating costs in the first half of 2026 compared to the same period in 2025, driven by approximately $54 million of benefits from the Fit to Win initiative. These benefits were partially offset by approximately $41 million related to operational disruptions following recent plant restructuring actions, two furnace events, temporary production curtailments to balance supply and demand and other higher costs. The effects of foreign currency exchange rates increased segment operating profit by $5 million in the first six months of 2026.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its
34
business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Interest Expense, Net
Net interest expense in the first six months of 2026 was $165 million compared to $166 million in the first six months of 2025.
Provision for Income Taxes
The Company’s effective tax rate from operations for the six months ended June 30, 2026 was (18%) compared to 139% for the six months ended June 30, 2025. The effective tax rate for the first half of 2026 differed from the first half of 2025 due to non-deductible goodwill impairment charges, the additional $96 million change in European valuation allowance on deferred tax assets and a change in the mix of geographic earnings in the second quarter of 2026.
Net Earnings (Loss) Attributable to the Company
For the first six months of 2026, the Company recorded a net loss attributable to the Company of $1,046 million, or $6.83 per share, compared to a net loss attributable to the Company of $20 million, or $0.13 per share, in the first six months of 2025. Net loss attributable to the Company in the first half of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).
Net Earnings
Increase
(Decrease)
Description 2026 2025
Goodwill impairment $ (873) $
Restructuring, asset impairment and other charges (55) (191)
Legacy environmental charge (4)
Gain (loss) on sale of joint venture and misc. assets (44) 6
Charges for note repurchase premiums and write-off of deferred finance fees and related charges (1)
Change in European valuation allowance on deferred tax assets (96)
European investment tax incentive 22
Net benefit for income tax on items above 3 2
Net impact of non-controlling interests on items above (1)
Total $ (1,067) $ (165)
Forward-Looking Operational and Financial Information
● Globally, shipments declined approximately 5% year-over-year in the second quarter of 2026, with June 2026 volumes flat versus the prior year June. Demand remains below management’s original expectations. The pace of recovery has been difficult to predict against a backdrop of sluggish consumer demand and customer destocking in certain markets. Looking ahead, the Company expects growth in the second half of 2026, supported by easier comparisons and new business wins. At the same time, management expects a more gradual pace of recovery as the Company attempts to improve its operating performance.
● Net prices (net of cost inflation) are expected to be unfavorable in 2026 and assumes approximately $150 million of higher energy costs in Europe as certain energy contracts are reset at higher cost levels, as well as $75 million to $100 million of additional inflation through further energy market inflation as a result of Middle East conflicts.
● To help limit energy-cost exposure, the Company has secured approximately 75–80% of its European natural-gas requirements for 2026 at rates favorable to current index prices.
35
● Management anticipates generating approximately $200 million of Fit to Win benefits in 2026. On a cumulative basis, the Company expects at least $650 million of Fit to Win benefits through 2027 (with 2024 as a baseline).
● Cash provided by operating activities is expected to range between approximately $275 million and $375 million for 2026, assuming the inclusion of approximately $150 million of restructuring payments. Capital expenditures in 2026 are expected to be approximately $425 million.
● The Company is also realigning its 2027 targets and expects adjusted EBITDA of $1.2 billion to $1.3 billion. This assumes a slower recovery path in Europe, including continued commercial pressure, gradual improvement in industry utilization rates, elevated energy costs, and the revised Fit to Win outlook as the Company attempts to resolve European operational disruptions.
Items Excluded from Reportable Segment Totals
Retained Corporate Costs and Other
Retained corporate costs and other for the second quarter of 2026 were $24 million compared to $25 million in the second quarter of 2025 and were $56 million in the first six months of 2026 compared to $53 million for the same period in 2025. These costs were impacted in the second quarter and first six months of 2026, primarily due to lower management incentive expenses, higher expenses related to transformation activities, lower recharges to the regions due to decreasing costs, partially offset by approximately $12 million and $24 million of benefits from the Company’s Fit to Win initiative in the second quarter of 2026 and the first six months of 2026, respectively (consistent with management’s expectations).
Charge for Goodwill Impairment
As part of its on-going assessment of goodwill, the Company determined that indicators of impairment occurred during the second quarter of 2026, including a significant reduction of its share price and lower projected earnings and cash flow from its European operations. The Company's business in Europe has experienced a combination of softer demand and an increasingly competitive market backdrop, which pressured price amid low-capacity utilization. In the second quarter of 2026, higher operating costs associated with recent plant restructuring actions in Europe also impacted operations more negatively. Higher global energy costs in Europe are also expected in future periods driven by the conflicts in the Middle East. These factors, combined with the narrow difference between the estimated fair value and carrying value of the Europe reporting unit as of December 31, 2025, resulted in the Company performing an interim impairment analysis during the second quarter of 2026. As a result, the Company recorded a non-cash impairment charge of $873 million in the second quarter of 2026, which was equal to the excess of the Europe reporting unit's carrying value over its fair value and resulted in a complete impairment of Europe’s goodwill balance. Goodwill related to the Company’s Latin America reporting unit (Americas segment) was determined to not be impaired as a result of the interim impairment analysis, and no goodwill remains on the Company's North America reporting unit.
See Note 5 to the Condensed Consolidated Financial Statements for further information.
Restructuring, Asset Impairment and Other Charges
For the three and six months ended June 30, 2026, the Company recorded restructuring, asset impairment and other charges of approximately $17 million and $55 million, respectively, to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. For the three months ended June 30, 2026, these charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($4 million), and in the Europe segment ($13 million). For the six months ended June 30, 2026, these charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($7 million), Europe segment ($44 million) and Retained corporate costs and other ($4 million). Additional restructuring charges are expected in future quarters when management completes its assessment to reduce redundant production capacity and streamline costs. The Company
36
expects that the majority of the remaining cash expenditures related to the accrued employee and other exit costs will be paid out over the next several years.
For the three and six months ended June 30, 2025, the Company recorded restructuring, asset impairment and other charges of approximately $108 million (which included $104 million related to its decision to halt the MAGMA program) and $191 million, respectively, to Other expense, net in the Condensed Consolidated Results of Operations, of which all related to the Fit to Win program. For the three months ended June 30, 2025, these charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($45 million), Europe segment ($3 million) and Retained corporate costs and other ($60 million). For the six months ended June 30, 2025, these charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($52 million), Europe segment ($55 million) and Retained corporate costs and other ($84 million).
See Note 7 to the Condensed Consolidated Financial Statements for further information.
Gain (Loss) on Sale of Miscellaneous Assets
In the second quarter of 2026, the Company recorded pre-tax gains of approximately $2 million on the sale of land from a previously closed plant in the Americas. In the first six months of 2026, the Company recorded pre-tax losses of approximately $44 million, primarily related to the sale of its share of a joint venture in the former Asia Pacific region.
In the first six months of 2025, the Company recorded pre-tax gains of approximately $6 million on the sale of land and buildings of a previously closed plant in the Americas.
Legacy Environmental Charge
From December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service (“NPS”). The Company and the United States had been engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs. In the first quarter of 2025, the Company and the NPS reached a tentative settlement, and the Company recorded a charge of approximately $4 million to Other expense, net in the Condensed Consolidated Results of Operations to augment its previous accrual balance related to this matter. In the third quarter of 2025, the consent order between the parties was approved by the U.S. District Court, and the Company paid $16.5 million to resolve this matter.
Capital Resources and Liquidity
On September 30, 2025, certain of the Company’s subsidiaries entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement (the “Credit Agreement”), which refinanced in full the previous credit agreement. The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility. The term loans A mature, and the revolving credit facility terminates, in September 2030, and the term loans B mature in September 2032; provided, however, that if any of the senior notes issued by certain subsidiaries of the Company are outstanding on the date that is 91 days prior to the maturity date for such senior notes (any such date, a “Springing Maturity Date”), then the term loans A, the revolving credit facility and the term loans B will mature and terminate, as applicable, on such Springing Maturity Date. Borrowings under the Credit Agreement are secured by certain collateral of the Company and certain of its subsidiaries.
At June 30, 2026, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($790 million outstanding balance at June 30, 2026, net of debt issuance costs) and $650 million in term loan B facilities ($640 million outstanding balance at June 30, 2026, net of debt issuance costs). At June 30, 2026, the Company’s subsidiaries that are party to the Credit Agreement had unused credit of $1.11 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at June 30, 2026 was 5.50%.
37
The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.
The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the revolving credit facility, for the benefit of the lenders under the term loans B) that requires the Company and certain of its subsidiaries, collectively, not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company and certain of its subsidiaries to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.
Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of June 30, 2026, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.
The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility. The interest rate on borrowings under the Credit Agreement is, at the option of the applicable borrower, the Base Rate, Term SOFR or, for non-U.S. Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin. The applicable margin, for the Term Loans A and the revolving credit facility, ranges from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. The applicable margin, for the Term Loans B, is 3.00% for Term SOFR loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio.
Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Such obligations are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign obligations, of stock of certain foreign subsidiaries. All obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Credit Agreement are guaranteed by certain foreign subsidiaries of the Company.
In May 2026, the Company issued $500 million aggregate principal amount of senior notes that bear interest at 9.500% and mature on June 1, 2033. The senior notes were issued via private placements and are guaranteed by certain of the Company’s subsidiaries. The net proceeds, after deducting debt issuance costs, were used to repurchase and redeem the aggregate principal amounts described in the May 2026 redemption below.
In May 2026, the Company redeemed $612 million aggregate principal amount of the outstanding 6.625% Senior Notes due 2027. The redemption was funded in part with the proceeds from the May 2026 senior notes issuances described above. The Company recorded approximately $1 million of additional interest charges related to this senior note redemption for the write-off of unamortized finance fees.
38
The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market.
Material Cash Requirements
There have been no material changes to the Company’s material cash requirements at June 30, 2026 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, 2025.
Cash Flows
Operating activities: Cash utilized by operating activities was $200 million and $16 million for the six months ended June 30, 2026 and 2025, respectively. The increase in cash utilized by operating activities in the first six months of 2026 was primarily due to a larger net loss, a higher use of working capital and an increase in cash paid for restructuring activities than in the same period in 2025.
Working capital was a use of cash of $381 million in the first six months of 2026, compared to a use of cash of $335 million in the same period in 2025. The higher use of cash from working capital for the six months ended June 30, 2026 reflects higher accounts receivable and lower accrued salaries compared to the same period in the prior year. The Company’s use of its accounts receivable factoring programs resulted in an increase to cash utilized by operating activities of approximately $35 million and cash provided by operating activities of approximately $9 million for the six months ended June 30, 2026 and 2025, respectively. Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of June 30, 2026 were slightly higher compared to June 30, 2025.
Investing activities: Cash utilized in investing activities was $232 million and $221 million for the first six months of 2026 and 2025, respectively. Capital spending for property, plant and equipment was $237 million during the first half of 2026, compared to $239 million in the same period in 2025. The Company estimates that its full year 2026 capital expenditures are expected to approximate $425 million. Net cash proceeds on the sale of a joint venture and miscellaneous assets were $7 million and $18 million for the first six months of 2026 and 2025, respectively.
Financing activities: Cash utilized in financing activities was $0 and $47 million for the first six months of 2026 and 2025, respectively. Financing activities included additions to long-term debt of $990 million and $680 million for the first half of 2026 and 2025, respectively. Financing activities included repayments of long-term debt of $986 million and $698 million for the first six months ended 2026 and 2025, respectively. Short-term loans increased by $27 million and $12 million for the first six months ended 2026 and 2025, respectively. During each of the first half of 2026 and 2025, the Company repurchased $10 million and $20 million, respectively, of its common stock. The Company intends to repurchase up to $40 million of shares of its common stock in 2026.
The Company anticipates that cash flows from its operations and from utilization of credit available under the revolving credit facilities provided by the Credit Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (the next 12 months) and long-term basis (beyond the next 12 months). However, as the Company cannot predict the impact from tariffs and other changes in global trade policies and the outcome of the conflicts between Russia and Ukraine and in the Middle East and its impact on the Company’s customers and suppliers, the negative financial impact to the Company’s results cannot be reasonably estimated but could be material. The Company is actively managing its business to maintain cash flow, and it has significant liquidity. The Company believes that these factors will allow it to meet its anticipated funding requirements.
Critical Accounting Estimates
The Company’s analysis and discussion of its financial condition and results of operations are based upon its Condensed Consolidated Financial Statements that have been prepared in accordance with accounting principles
39
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 June 30, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
This document contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “target,” “commit,” and the negatives of these words and other similar expressions generally identify forward-looking statements.
It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected impacts from production curtailments, reduction in force and furnace closures, (2) the general credit, financial, political, economic, legal and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade policies and disputes, financial market conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates, changes in laws or policies, legal proceedings involving the Company, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (3) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current conflicts in the Middle East and between Russia and Ukraine and disruptions in supply of raw materials caused by transportation delays), (4) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (5) changes in consumer preferences or customer inventory management practices, (6) the continuing consolidation of the Company’s customer base, (7) risks related to the development, deployment and use of artificial intelligence technologies, (8) the Company’s inability to improve glass melting technology in a cost-effective manner and introduce productivity, process and network optimization actions, (9) unanticipated supply chain and operational disruptions, including higher capital spending, (10) seasonality of customer demand, (11) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (12) labor shortages, labor cost increases or strikes, (13) 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, (14) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (15) any increases in the underfunded status of the Company’s pension plans, (16) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (17) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (18) risks associated with operating in foreign countries, (19) foreign currency fluctuations relative to the U.S. dollar, (20) changes in tax laws or global trade policies, (21) the Company’s ability to comply with various environmental legal requirements, (22) risks related to recycling and recycled content laws and regulations, (23) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and
40
changing expectations from stakeholders, and the other risk factors discussed in the Company’s filings with the Securities and Exchange Commission.
It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance, and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document, except where we are expressly required to do so by law.