O-I Glass, Inc. /DE/ Goodwill & Intangibles Disclosure

7. Goodwill and Intangible Assets

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Goodwill

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The changes in the carrying amount of goodwill for the years ended December 31, 2025, 2024, and 2023 are as follows:

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Goodwill is tested for impairment annually as of October 1 (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. If the BEV is less than the carrying value for any reporting unit, then any excess of the carrying value over the BEV will be recorded as an impairment loss. The calculations of the BEV of the Company’s reporting units were determined based on valuation techniques using the best available information of significant unobservable inputs, primarily revenue growth, earnings before interest, taxes, depreciation and amortization (EBITDA) margin, and the weighted average cost of capital, and are classified as Level 3 in the fair value hierarchy.

During the fourth quarter of 2025, the Company completed its annual impairment testing and determined that no impairment existed. However, there can be no assurance that anticipated financial results will be achieved and the goodwill balances remain susceptible to future impairment charges. If the Company’s projected future cash flows were lower, or if the assumed weighted average cost of capital were higher, the testing performed in the fourth quarter of 2025 may have indicated an impairment of the goodwill related to one or more of the Company’s reporting units. Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.

During the time subsequent to the annual evaluation, and at December 31, 2025, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired and has determined that no such events have occurred.

During the fourth quarter of 2023, the Company completed its annual impairment testing and determined that the goodwill balance on its North America reporting unit was fully impaired. The primary driver of this impairment was management’s update to its long-range plan, which indicated lower estimated future cash flows for its North America reporting unit (in the Americas segment) as compared to the projections used in the prior goodwill impairment test performed as of October 1, 2022. The Company’s business in North America has experienced declining shipments to its alcoholic beverage customers, especially in the second half of 2023, and this trend was likely to continue for the foreseeable future. As a result, the Company recorded a non-cash impairment charge of $445 million in the fourth quarter of 2023, which was equal to the remaining goodwill balance on its North America reporting unit. Goodwill related to the Company’s other reporting units was determined to not be impaired as a result of the 2023 impairment test.

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Goodwill for the Americas segment is net of accumulated impairment losses of $1,040 million as of December 31, 2025 and 2024.

Intangible Assets

Customer list intangible assets are amortized using the accelerated amortization method over their 20 year lives. Net intangible asset values were $188 million and $198 million, which included accumulated amortization of $372 million and $345 million, for the years ended December 31, 2025 and 2024, respectively. Amortization expense for intangible assets was $27 million, $29 million and $32 million for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated amortization related to intangible assets through 2030 is as follows: 2026, $25 million; 2027, $23 million; 2028, $22 million; 2029, $20 million and 2030, $19 million. No impairment existed on these assets at December 31, 2025.

The Company has determined that the fair value measurements related to the customer list intangible assets are based on significant unobservable inputs and are classified as Level 3 in the fair value hierarchy.