O-I Glass, Inc. /DE/
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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FY2025 · Filed Feb 12, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Share Owners and the Board of Directors of O-I Glass, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of O-I Glass, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated results of operations, comprehensive income (loss), share owners’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company 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. 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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| | | Goodwill impairment assessment – Europe reporting unit |
| Description of the Matter | | As of December 31, 2025, the Company’s goodwill balance associated with the Europe reporting unit was $897 million. As discussed in Note 7 to the consolidated financial statements, goodwill is tested for impairment at least annually, or more frequently if impairment indicators arise, by comparing the fair value of each reporting unit, which is determined by computing the business enterprise value (“BEV”), with its carrying value. The BEV is computed based on estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. The outcome of the Company’s annual goodwill impairment test indicated that no impairment existed.Auditing management’s goodwill impairment test for the Europe reporting unit was judgmental and complex because the determination of the BEV involves subjective management assumptions, specifically the weighted average cost of capital. Changes in this assumption can have a material effect on the determination of the BEV. |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the goodwill impairment review process, including management’s review of the assumption described above and the completeness and accuracy of the data used to develop the assumption.To test management’s goodwill impairment assessment for the Europe reporting unit, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodology, evaluating the assumption discussed above, including the completeness and accuracy of the underlying data used to develop the assumption, and performing an independent sensitivity analysis. We also assessed the historical accuracy of management’s estimates. We involved our valuation specialists to assist with our evaluation of the Company’s valuation methodology and auditing of the weighted average cost of capital assumption used in the determination of the BEV of the Europe reporting unit. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 1987.
Toledo, Ohio
February 12, 2026
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