Seventh Amended and Restated Owens-Illinois, Inc.
Report of Independent Registered Public Accounting
Firm
To the Plan Participants and the Plan Administrator
of the Seventh Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan
Opinion on the Financial Statements
We
have audited the accompanying statements of net assets available for benefits of the Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan (the Plan) as of December 31, 2022 and 2021, and the related statements of changes in net assets available
for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In
our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31,
2022 and 2021, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year)
as of December 31, 2022 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed
in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility
of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements
or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the
information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information,
including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material
respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since
1987.
Toledo, Ohio
June 23, 2023
Seventh Amended and Restated Owens-Illinois, Inc.
Notes to Financial Statements
December 31, 2022
1. Plan Description
The Seventh Amended and Restated Owens-Illinois, Inc. Long-Term
Savings Plan (the “Plan”) was adopted by O-I Glass, Inc. (the “Company”) for the benefit of eligible U.S.
hourly employees of the Company and certain of its subsidiaries and affiliates.
The Plan’s investments are held in the Owens-Illinois, Inc.
Master Savings Trust (the “Trust”) administered by the O-I Glass, Inc. Employee Benefits Committee (the “Committee”).
The Plan’s Trustee is John Hancock (the “Trustee”) and recordkeeping is managed by John Hancock (the “Recordkeeper”),
along with the assets of another defined contribution plan of the Company.
The Plan is a defined contribution plan which provides eligible employees,
upon completion of a probationary period, the opportunity to make pretax and/or after-tax contributions, in specific percentages, within
guidelines established by the Company. Certain participants are auto enrolled 30 days after first becoming eligible to participate in
the Plan in the amount of a 2% or 4% contribution of their compensation on a pretax basis, based on the facility in which the participant
is employed. This deemed election will remain in effect until such time as the participant elects to change the percentage of compensation
deferred to the Plan. If a participant is automatically enrolled or affirmatively elects to defer a portion of eligible earnings less
than 8% or 20%, based on the facility in which the participant is employed, the participant’s deferral percentage will automatically
be increased by 1% each year, unless the participant opts out of such increase or the participant’s deferral percentage has been
increased to 8% or 20% of their compensation, based on the facility in which the participant is employed. Participant contributions are
immediately fully vested and may be divided at the participant’s discretion among the various investment options from 1% to 100%,
with no limit on the number of options selected. A participant may elect to change the percentage of compensation to be contributed each
pay period; any such changes shall be effective on the next pay period.
Based on the facility in which the participant is employed, the Company
contributes a matching amount of the participant’s pretax contributions not to exceed 4% or 5% of the participant’s compensation
or amounts based on a stipulated rate per hour. Also based on the facility in which the participant is employed, the Company contributes
an additional Employer Base Contribution to the Plan of 3% of the participant’s compensation, or 3.75% to 4.75% of the participant’s
compensation based on years of service. All Company contributions are specified by various labor contracts and are immediately fully vested.
Company contributions may be invested in the O-I Glass, Inc. Company Stock Fund, however, participants are allowed to transfer Company
contributions from the Company Stock Fund at any time. Company contributions not invested in the O-I Glass, Inc. Company stock fund
are invested in accordance with the participant’s current choice of investment options. All contributions are subject to certain
limitations of the Internal Revenue Code (the “Code”).
Each participant’s account is credited with the participant’s
contributions and the Company’s matching contributions and allocations of plan earnings, and is charged with an allocation of administrative
expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment
options. Allocations of plan administrative expenses are based on the participant’s account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
The Plan invests in common stock of the Company through its Company
Stock Fund. The Company Stock Fund may also hold cash or other short-term securities, although these are expected to be a small percentage
of the fund. The Company has implemented a dividend pass through election for its participants.
Each participant is entitled to exercise voting rights attributable
to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The trustee
is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee votes any unallocated
shares in the same proportion as those shares that were allocated, unless the Committee directs the trustee otherwise. Participants have
the same voting rights in the event of a tender or exchange offer.
Within certain limitations, a participant may also transfer into the
Plan a rollover contribution or other assets from another qualified plan.
With certain exceptions, participants may transfer existing fund balances
among the various investment funds daily. Transfers into the Company Stock Fund will not be permitted until 90 days after the last transfer
out. There are no restrictions on the frequency of transfers out of the Company Stock Fund.
Upon separation from service with the Company due to death, disability,
retirement or termination, a participant may elect to receive either a lump sum or may elect installment payments on a monthly basis.
The benefit to which a participant is entitled is the benefit that can be provided from the vested value of the participant’s account.
In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants
incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue
Service (“IRS”) and a participant must exhaust all available loan options and available distributions prior to requesting
a hardship withdrawal.
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, (“ERISA”) and applicable collective bargaining agreements.
The information above is intended as a general description of the Plan’s
operating guidelines. Reference should be made to the Plan document for more specific provisions.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants are loans of a portion of the participants’
existing account balance that the Plan permits participants to borrow. Loans are made subject to certain conditions and limitations specified
in the Plan and are repaid in weekly installments, including interest. The Plan allows active participants to only have three loans
(only one of which can be used to purchase the participant’s primary residence) outstanding at any time. The minimum amount allowed
by the Plan for a loan is $500 and the maximum loan amount available to a participant is determined by their account balance. The Plan
allows a participant to borrow up to the lesser of (i) 50% of their account balance or (ii) $50,000. The maximum term of loans
is five years, with the exception of home loans for the purchase of a primary residence, for which the maximum term is ten years.
Participants’ loans are collateralized by their account balances. The rate at which loans bear interest is established at
the inception of the borrowing, based on the prime rate then being charged by the Trustee plus 1%. Repayments of loans, including
the interest portion thereof, are reinvested on the participants’ behalf in accordance with their current choice of investment options.
Participants are charged a transaction fee for each new loan initiated. The amount of the fee is $50 for a nonresidential loan and
$100 for a residential loan. The fee is deducted from the participant’s account when the loan is processed. Notes receivable
from participants are valued at their unpaid principal balances plus accrued interest. Interest income on notes receivable from participants
is recorded when earned.
Basis of Presentation and Plan Investments
The accompanying financial statements reflect the Plan’s total
interest in the net assets and transactions of the Trust as allocated by the Recordkeeper and any such other investments and transactions
related solely to the Plan. Net assets, as well as earnings and losses, of the Trust are allocated to the Plan based on the sum of the
individual accounts of the Plan’s participants. The Trust also invests in the common stock of the Company. These transactions qualify
as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA.
The Plan has specific interests in certain investments of the Trust
based on account balances of the participants and their investment options. The Trust assets are allocated among the participating plans
by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically
identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses
resulting from the collective investment of the assets of the Trust.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
The following tables present the net assets of
the Trust and the Plan’s interest in the Trust:
| | |
December 31, 2022 | |
| | |
Trust Balances | |
Plan’s Interest in
Trust Balances | |
| Common/collective trust funds | |
$ | 298,170,031 | |
$ | 125,449,815 | |
| Mutual funds | |
| 153,845,212 | |
| 48,543,669 | |
| Pooled separate account | |
| 83,105,603 | |
| 44,585,027 | |
| Common stock | |
| 80,594,972 | |
| 42,220,149 | |
| Total net assets | |
$ | 615,715,818 | |
$ | 260,798,660 | |
| | |
| | |
| | |
| Plan’s interest as a percentage of the Trust | |
| | |
| 42 | % |
| | |
December 31, 2021 | |
| | |
Trust Balances | |
Plan’s Interest in
Trust Balances | |
| Mutual funds | |
$ | 574,903,073 | |
$ | 220,376,158 | |
| Pooled separate account | |
| 80,111,184 | |
| 40,835,577 | |
| Common stock | |
| 58,297,234 | |
| 31,971,490 | |
| Total net assets | |
$ | 713,311,491 | |
$ | 293,183,225 | |
| | |
| | |
| | |
| Plan’s interest as a percentage of the Trust | |
| | |
| 41 | % |
The investment income of the Trust are as follows:
| | |
Year Ended December 31, | |
| | |
2022 | |
2021 | |
| Interest and dividends | |
$ | 2,878,373 | |
$ | 55,870,910 | |
| Net (depreciation) appreciation in fair value of investments | |
| (90,640,860 | ) |
| 12,213,518 | |
| Total investment (loss) income | |
$ | (87,762,487 | ) |
$ | 68,084,428 | |
| | |
| | |
| | |
| Plan’s interest in investment (loss) income of the Trust | |
$ | (29,360,834 | ) |
$ | 24,245,064 | |
Investment Valuation and Income Recognition
Investments held by the Trust are stated at fair value. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s
gains and losses on investments bought and sold as well as held during the year.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
Tax Status
The
Plan has received a determination letter from the IRS dated October 16, 2014, stating that the Plan is qualified under Section 401(a) of
the Code and therefore the related trust is tax-exempt. Subsequent to this determination by the IRS, the Plan was amended. Once
qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator believes
the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan, as amended, is
qualified and the related trust is tax exempt.
Accounting principles generally accepted in the United States require
plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position
that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by
the Plan and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits
by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Plan Expenses
Plan expenses are paid by either the Plan or the Company, as provided
by the Plan’s provisions.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial
statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates and assumptions.
Risk and Uncertainties
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements
of net assets available for benefits.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
3. Fair Value Measurements
Generally accepted accounting principles (“GAAP”) define
fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability (exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level
1: Observable inputs such as quoted prices in active markets;
Level
2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level
3: Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.
The asset’s or liability’s fair value measurement level
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation techniques and inputs
used for each general type of assets measured at fair value:
Common/collective
trust funds: The common/collective trust funds are valued at the net asset value (“NAV”) provided by
the administrator of the fund.
Common
stock: Consists of the Company’s stock valued using quoted market prices on the last business day of the year.
Mutual
Funds: The shares of mutual funds are valued at quoted market prices which represent the NAV of shares held by the Plan at
year-end.
Pooled
separate account: The pooled separate account is valued at the NAV provided by the administrator of the fund.
The methods described above may produce a fair value calculation that
may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Trust believes its valuation
methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine
the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. No transfers
between levels occurred during 2022 or 2021.
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
The following table sets forth by level, within the fair value hierarchy,
the Trust’s assets at fair value:
| | |
December 31, 2022 | |
| | |
Level 1 | |
Level 2 | |
Level 3 | |
Total | |
| Common/collective trust funds | |
$ | 298,170,031 | |
$ | — | |
$ | — | |
$ | 298,170,031 | |
| Mutual funds | |
| 153,845,212 | |
| — | |
| — | |
| 153,845,212 | |
| Pooled separate account | |
| 83,105,603 | |
| — | |
| — | |
| 83,105,603 | |
| Common stock | |
| 80,594,972 | |
| — | |
| — | |
| 80,594,972 | |
| | |
| | |
| | |
| | |
| | |
| Total assets at fair value | |
$ | 615,715,818 | |
$ | — | |
$ | — | |
$ | 615,715,818 | |
| | |
December 31, 2021 | |
| | |
Level 1 | |
Level 2 | |
Level 3 | |
Total | |
| Mutual funds | |
$ | 574,903,073 | |
$ | — | |
$ | — | |
$ | 574,903,073 | |
| Pooled separate account | |
| 80,111,184 | |
| — | |
| — | |
| 80,111,184 | |
| Common stock | |
| 58,297,234 | |
| — | |
| — | |
| 58,297,234 | |
| | |
| | |
| | |
| | |
| | |
| Total assets at fair value | |
$ | 713,311,491 | |
$ | — | |
$ | — | |
$ | 713,311,491 | |
Seventh Amended and Restated Owens-Illinois, Inc.
Long-Term Savings Plan
Notes to Financial Statements — Continued
December 31, 2022
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
| | |
Year Ended December 31, | |
| | |
2022 | |
2021 | |
| Net assets available for benefits per the financial statements | |
$ | 276,883,489 | |
$ | 309,671,983 | |
| Deduct: Defaulted loans | |
| — | |
| (804,149 | ) |
| | |
| | |
| | |
| Net assets available for benefits per the Form 5500 | |
$ | 276,883,489 | |
$ | 308,867,834 | |
The following is a reconciliation of the decrease in net assets per
the financial statement to the net loss per the Form 5500 for the year ended December 31, 2022:
| Net decrease in net assets available for benefits prior to transfers per the financial statements | |
$ | (30,780,471 | ) |
| Defaulted loans in prior year | |
| 804,149 | |
| Defaulted loans in current year | |
| — | |
| | |
| | |
| Net loss per the Form 5500 | |
$ | (29,976,322 | ) |