ITEM 7.01. REGULATION
FD DISCLOSURE.
On May 15, 2023, O-I Glass, Inc. (the
“Company”) issued a press release announcing the commencement by Owens-Brockway Glass Container Inc., a Delaware corporation
and an indirect wholly owned subsidiary of the Company, of a tender offer to purchase for cash any and all of its $300 million aggregate
principal amount of its outstanding 5.375% Senior Notes due 2025 (the “Notes”). A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 is
for informational purposes only and shall not constitute a notice of tender offer or redemption for the Notes.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and such
information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities
Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking”
statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act.
Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus
involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,”
“would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,”
“potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking
statements.
It is possible that the Company’s future
financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the
general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties
related to economic and social conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes
in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, and weather, (2) cost and availability of
raw materials, labor, energy and transportation (including impacts related to the current conflict between Russia and Ukraine and disruptions
in supply of raw materials caused by transportation delays), (3) the impact of the COVID-19 pandemic and the various governmental,
industry and consumer actions related thereto, (4) competitive pressures, consumer preferences for alternative forms of packaging
or consolidation among competitors and customers, (5) the Company’s ability to improve its glass melting technology, known
as the MAGMA program, and implement it within the timeframe expected, (6) unanticipated operational disruptions, including higher
capital spending, (7) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital
to the joint venture, (8) the Company’s ability to manage its cost structure, including its success in implementing restructuring
or other plans aimed at improving the Company’s operating efficiency and working capital management, and achieving cost savings,
(9) 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, (10) the Company’s ability to generate sufficient
future cash flows to ensure the Company’s goodwill is not impaired, (11) the Company’s ability to achieve its strategic plan,
(12) unanticipated expenditures with respect to data privacy, environmental, safety and health laws, (13) the ability of the Company and
the third parties on which it relies for information technology system support to prevent and detect security breaches related to cybersecurity
and data privacy, (14) changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to
refinance debt on favorable terms, (15) foreign currency fluctuations relative to the U.S. dollar, (16) changes in tax laws or U.S. trade
policies, (17) risks related to recycling and recycled content laws and regulations, (18) risks related to climate-change and air emissions,
including related laws or regulations and increased environmental, social and governance (“ESG”) scrutiny and changing expectations
from stakeholders and the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31,
2022 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange
Commission.
It is not possible to foresee or identify all such
factors. Any forward-looking statements in this Current Report on Form 8-K 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 or operations and financial condition, the Company does not assume any obligation to update or supplement
any particular forward-looking statements contained in this Current Report on Form 8-K.