What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 98 added, 173 removed, 350 unchanged (44% of the section changed)

3 unchanged sentences

(Dollars in thousands)

30, 2024 Sept.

30, 2023 Dec.

March 31, 2025 March 31, 2024 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Dollars and shares in thousands, except per share amounts)

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Net sales $ 1,466,661 $ 1,317,038

3 unchanged sentences

Rationalization charges 10,959 11,691

Other pension and postretirement expense (income) 118 1,083 ( 698 ) 3,664

Other pension and postretirement (income) ( 187 ) ( 407 )

Income before interest and income taxes 130,544 111,719

2 unchanged sentences

Provision for income taxes 20,816 17,908

Income before before equity in earnings of affiliates 66,800 55,164

Equity in earnings of affiliates, net of tax 1,162 —

Net income $ 67,962 $ 55,164

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Dollars in thousands)

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Net income $ 67,962 $ 55,164

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Dollars in thousands)

23 unchanged sentences

Repayment of principal amounts under finance leases ( 1,348 ) ( 346 )

Proceeds from issuance of long-term debt — 8,649

Repayments of long-term debt ( 706,274 ) ( 100,000 )

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Dollars and shares in thousands, except per share amounts)

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Common stock - shares outstanding

2 unchanged sentences

Net issuance of treasury stock for vested restricted stock units

Repurchases of common stock

— ( 3,448 ) — ( 3,893 )

Balance at end of period

7 unchanged sentences

Stock compensation expense

3,779 4,192 11,727 11,348

Net issuance of treasury stock for vested restricted stock units

21 unchanged sentences

( 5,829 ) ( 6,241 )

Repurchases of common stock

— ( 154,547 ) — ( 176,304 )

Balance at end of period

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Significant Accounting Policies

7 unchanged sentences

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Certain prior year amounts have been reclassified to conform with the current year's presentation.

Goodwill and Other Intangible Assets.

We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment.

We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2024 assessment performed during the third quarter.

The following tables present our revenues disaggregated by reportable segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Revenues by segment were as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Revenues by segment for the three months ended March 31 were as follows:

(Dollars in thousands)

3 unchanged sentences

$ 1,466,661 $ 1,317,038

Revenues by geography were as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Revenues by geography for the three months ended March 31 were as follows:

(Dollars in thousands)

2 unchanged sentences

$ 1,466,661 $ 1,317,038

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 110.7 million, $ 104.2 million, and $ 100.0 million as of September 30, 2024 and 2023 and December 31, 2023, respectively.

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 115.3 million, $ 97.2 million, and $ 115.6 million as of March 31, 2025 and 2024 and December 31, 2024, respectively.

Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Rationalization Charges

1 unchanged sentence

We use a disciplined approach to identify opportunities that generate attractive cash returns.

Rationalization charges by segment were as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

Rationalization charges by segment for the three months ended March 31 were as follows:

(Dollars in thousands)

12 unchanged sentences

Utilized and currency translation ( 1,753 ) ( 1,731 ) ( 6,242 ) ( 9,726 )

Balance at September 30, 2024

Balance at March 31, 2025

$ 30,551 $ — $ — $ 30,551

Non-cash asset write-downs were the result of comparing the carrying value of certain facilities and production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of September 30, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 3.6 million and other liabilities of $ 25.8 million.

Rationalization reserves as of March 31, 2025 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 5.7 million and other liabilities of $ 25.2 million.

Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $ 15.9 million and $ 20.3 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Accumulated Other Comprehensive Loss

9 unchanged sentences

$ ( 129,988 ) $ ( 5,039 ) $ ( 218,330 ) $ ( 353,357 )

Other comprehensive loss before reclassifications — 837 ( 12,954 ) ( 12,117 )

Amounts reclassified from accumulated other

comprehensive loss

Other comprehensive income before reclassifications — 4,069 45,500 49,569

Amounts reclassified from accumulated other comprehensive loss

1,400 ( 998 ) — 402

Other comprehensive loss 4,533 ( 815 ) ( 12,954 ) ( 9,236 )

Balance at September 30, 2024

Other comprehensive income 1,400 3,071 45,500 49,971

Balance at March 31, 2025

$ ( 128,588 ) $ ( 1,968 ) $ ( 172,830 ) $ ( 303,386 )

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2024 were net (losses) of $( 2.2 ) million and $( 5.7 ) million, respectively, excluding income tax benefits of $ 0.4 million and $ 1.2 million, respectively.

For the three and nine months ended September 30, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 2.1 ) million and $( 5.7 ) million, respectively.

Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income.

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2025 were net (losses) of $( 1.8 ) million, excluding income tax benefits of $ 0.4 million.

For the three months ended March 31, 2025, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.8 ) million.

Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income.

See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2024 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2024 consisted of (i) foreign currency gains (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $ 54.8 million and $( 8.9 ) million, respectively, and (ii) foreign currency (losses) related to our net investment hedges of $( 20.9 ) million and $( 5.4 ) million, respectively, excluding income tax benefits of $ 5.0 million and $ 1.3 million, respectively.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2025 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three months ended March 31, 2025 consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $ 79.7 million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $ 0.2 million, and (iii) foreign currency (losses) related to our net investment hedges of $( 45.0 ) million, excluding income tax benefits of $ 10.6 million.

See Note 7 for further discussion.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Inventories consisted of the following:

30, 2024 Sept.

30, 2023 Dec.

March 31, 2025 March 31, 2024 Dec.

(Dollars in thousands)

8 unchanged sentences

Long-term debt consisted of the following:

30, 2024 Sept.

30, 2023 Dec.

March 31, 2025 March 31, 2024 Dec.

(Dollars in thousands)

1 unchanged sentence

term loans 850,000 850,000 850,000

Euro term loans 972,180 — 931,950

Other foreign bank revolving and term loans 55,238 57,435 35,725

12 unchanged sentences

$ 3,483,472 $ 2,534,504 $ 3,419,921

At September 30, 2024, the current portion of long-term debt consisted of $ 725.4 million of 3¼% Senior Notes due 2025, or the 3¼% Senior Notes, $ 505.0 million of U.S.

revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 22.3 million of other foreign bank revolving and term loans and $ 1.7 million of finance leases.

See Note 15 for further information.

At March 31, 2025, the current portion of long-term debt consisted of $ 395.0 million of U.S.

revolving loans and $ 687.0 million of Euro revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 58.8 million of other foreign bank revolving and term loans and $ 4.3 million of finance leases.

On March 15, 2025, we repaid all € 650.0 million aggregate principal amount of our outstanding 3¼% Senior Notes due 2025, or the 3¼% Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date.

We funded this repayment with Euro revolving loan borrowings under the Credit Agreement and cash on hand.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Financial Instruments

1 unchanged sentence

Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2024:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2025:

(Dollars in thousands)

3 unchanged sentences

2¼% Senior Notes 540,100 512,733

2¼% Senior Notes 558,000 524,609

1.4 % Senior Secured Notes

8 unchanged sentences

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at September 30, 2024 consisted of our cash and cash equivalents and derivative instruments.

The financial assets and liabilities that were measured on a recurring basis at March 31, 2025 consisted of our cash and cash equivalents and derivative instruments.

We measured the fair value of cash and cash equivalents using Level 1 inputs.

3 unchanged sentences

Financial Instruments Not Measured at Fair Value

Our bank debt, 3¼% Senior Notes, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4 % Senior Secured Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value.

Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4 % Senior Secured Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value.

We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs.

Fair values of the 3¼% Senior Notes, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4 % Senior Secured Notes were estimated based on quoted market prices, a Level 1 input.

Fair values of the 4⅛% Senior Notes, 2¼% Senior Notes and 1.4 % Senior Secured Notes were estimated based on quoted market prices, a Level 1 input.

Derivative Instruments and Hedging Activities

1 unchanged sentence

Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures.

We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements.

We do not engage in trading or other speculative uses of these financial instruments.

We do not engage in

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

trading or other speculative uses of these financial instruments.

For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge.

3 unchanged sentences

Interest Rate Swap Agreements

In March 2023, we entered into $ 300 million aggregate notional principal amount of U.S.

dollar interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations.

These agreements have a weighted average fixed rate of 3.90 percent, mature in April 2026 and were entered into with financial institutions which are expected to fully perform under the terms thereof.

The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and nine months ended September 30, 2024.

The total fair value of our interest rate swaps agreements in effect at September 30, 2024 was not significant.

See Note 15 for further information.

As of March 31, 2025 and December 31, 2024, we had outstanding $ 300 million aggregate notional principal amount of U.S.

dollar interest rate swap agreements with a weighted average fixed rate of 3.90 percent and € 685.0 million aggregate notional principal amount of Euro interest rate swap agreements with a weighted average fixed rate of 2.43 percent.

These agreements were entered into with financial institutions which are expected to fully perform under the terms thereof.

The total fair value of our interest rate swaps agreements in effect at March 31, 2025 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices.

The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and nine months ended September 30, 2024.

These agreements are with a financial institution which is expected to fully perform under the terms thereof.

The total fair value of our natural gas swap agreements in effect at September 30, 2024 was not significant.

The total fair value of our natural gas swap agreements in effect at March 31, 2025 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros.

In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the 3¼% Senior Notes which are Euro denominated.

Foreign currency (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2024 were $( 20.9 ) million and $( 5.4 ) million, respectively.

Foreign currency (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2025 were $( 45.0 ) million.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Commitments and Contingencies

8 unchanged sentences

The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date.

Suppliers’ invoices included in this SCF program were $ 284.2 million, $ 294.1 million and $ 330.2 million at September 30, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Suppliers’ invoices included in this SCF program were $ 262.9 million, $ 252.6 million and $ 303.7 million at March 31, 2025 and 2024 and December 31, 2024, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Retirement Benefits

The components of the net periodic pension benefit cost were as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:

(Dollars in thousands)

5 unchanged sentences

Net periodic benefit cost $ 1,707 $ 1,682

The components of the net periodic other postretirement benefit cost (credit) were as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

The components of the net periodic other postretirement benefit cost for the three months ended March 31 were as follows:

(Dollars in thousands)

3 unchanged sentences

Amortization of actuarial gains ( 86 ) ( 84 )

Net periodic benefit cost (credit) $ 52 $ ( 185 ) $ 220 $ ( 572 )

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

Net periodic benefit cost $ 54 $ 83

Silgan and its subsidiaries file U.S.

2 unchanged sentences

We have been accepted into the Compliance Assurance Program for the 2024 and 2025 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Treasury Stock

On March 4, 2022, our Board of Directors authorized the repurchase by us of up to an aggregate of $ 300.0 million of our common stock by various means from time to time through and including December 31, 2026.

We did not repurchase any shares of our common stock pursuant to this authorization during the nine months ended September 30, 2024.

At September 30, 2024, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2024, we issued 470,788 treasury shares which had an average cost of $ 3.19 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans.

We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2025.

At March 31, 2025, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2025, we issued 325,808 treasury shares which had an average cost of $ 3.20 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans.

In accordance with the applicable agreements for such restricted stock units, we repurchased 127,278 shares of our common stock at an average cost of $ 54.00 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method.

As of September 30, 2024, 68,317,846 shares of our common stock were held in treasury.

As of March 31, 2025, 68,119,316 shares of our common stock were held in treasury.

Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors.

During the first nine months of 2024, 490,672 restricted stock units were granted to certain of our officers, other key employees and outside directors.

During the first three months of 2025, 701,800 restricted stock units were granted to certain of our officers and other key employees.

The fair value of these restricted stock units at the grant date was $ 37.9 million, which is being amortized ratably over the respective vesting period from the grant date.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Segment Information

We evaluate performance of our business segments and allocate resources based on the adjusted EBIT of our business segments.

Our chief operating decision maker, who is our Chief Executive Officer and President, evaluates performance of our business segments and allocates resources based on the adjusted EBIT of our business segments.

Adjusted EBIT is not a defined term under GAAP.

We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S.

pension plans, rationalization charges and costs attributed to announced acquisitions.

pension plans, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax.

Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

4 unchanged sentences

(Dollars in thousands)

Three Months Ended September 30, 2024

Net sales $ 563,669 $ 1,022,605 $ 158,850 $ — $ 1,745,124

Income before interest and income taxes 74,659 89,307 17,136 ( 13,815 ) 167,287

Adjusted EBIT 95,216 97,065 20,011 ( 6,704 ) 205,588

Depreciation 25,755 19,801 8,747 47 54,350

Three Months Ended September 30, 2023

Net sales $ 559,081 $ 1,094,609 $ 149,411 $ — $ 1,803,101

Income before interest and income taxes 77,949 110,185 10,668 ( 4,711 ) 194,091

Adjusted EBIT 93,786 113,519 11,839 ( 4,711 ) 214,433

Depreciation 25,691 18,177 8,089 8 51,965

Nine Months Ended September 30, 2024

Three months ended March 31, 2025

Net sales $ 671,103 $ 628,427 $ 167,131 $ — $ 1,466,661

Income before interest and income taxes 213,320 187,290 55,464 ( 35,215 ) 420,859

Segment expenses and other (a)

573,062 578,871 142,547 15,073 1,309,553

Equity in earnings of affiliates, net of tax 1,162 — — — 1,162

Adjusted EBIT 99,203 49,556 24,584 ( 15,073 ) 158,270

Depreciation 35,855 19,285 8,764 46 63,950

Nine Months Ended September 30, 2023

Segment assets 5,566,505 2,352,480 782,577 37,677 8,739,239

Capital expenditures 43,434 31,243 7,839 408 82,924

Three months ended March 31, 2024

Net sales $ 535,920 $ 617,129 $ 163,989 $ — $ 1,317,038

Income before interest and income taxes 212,612 231,563 46,082 ( 20,945 ) 469,312

Segment expenses and other (a)

458,070 572,175 143,821 7,492 1,181,558

Adjusted EBIT 77,850 44,954 20,168 ( 7,492 ) 135,480

Depreciation 25,151 18,913 9,064 21 53,149

Segment assets 4,386,429 2,290,206 811,485 37,519 7,525,639

Capital expenditures 29,865 37,224 8,155 14 75,258

(a) Segment expenses and other includes cost of goods sold, selling, general and administrative expenses, and other pension and postretirement (income) expense and excludes acquired intangible asset amortization expense, other pension (income) expense only for U.S.

pension plans, and costs attributed to announced acquisitions.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:

Three Months Ended Nine Months Ended

30, 2024 Sept.

30, 2023 Sept.

30, 2024 Sept.

(Information at March 31, 2025 and 2024 and for the

three months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:

(Dollars in thousands)

1 unchanged sentence

Acquired intangible asset amortization expense 15,413 13,281

Other pension (income) expense for U.S.

Other pension (income) for U.S.

pension plans ( 925 ) ( 1,211 )

Equity in earnings of affiliates, net of tax 1,162 —

Rationalization charges 10,959 11,691

1 unchanged sentence

Income before interest and income taxes 130,544 111,719

Less interest and other debt expense 41,871 47,264 121,861 130,822

Interest and other debt expense 42,928 38,647

Income before income taxes $ 87,616 $ 73,072

2 unchanged sentences

Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter.

Subsequent Events

Weener Plastics Holding B.V.

On October 15, 2024, we acquired Weener Plastics Holding B.V., or Weener, a leading producer of differentiated dispensing solutions for personal care, food and healthcare products.

Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities.

The purchase price for this acquisition of approximately € 844.2 million, net of cash acquired, was funded with term and revolving loan borrowings under the Credit Agreement, including a new € 700.0 million incremental term loan, and cash on hand.

Euro Interest Rate Swap Agreements

In October 2024, we entered into € 685.0 million aggregate notional principal amount of Euro interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations for our Euro term loans under the Credit Agreement, which mature as follows:

€ 35.0 million in October 2026, € 70.0 million in October 2027 and € 580.0 million in October 2030.

These agreements have a weighted average fixed rate of 2.43 percent and were entered into with financial institutions which are expected to fully perform under the terms thereof.

Amendment to Bank Credit Agreement

On November 4, 2024, we and certain of our wholly owned subsidiaries amended the Credit Agreement by entering into a Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth Amendment”) with the Lenders therein and Wells Fargo Bank, National Association, as Administrative Agent.

The Fifth Amendment:

• refinanced outstanding term loans and revolving loans thereunder and extended the maturity dates to (i) November 4, 2029 with respect to revolving loans and (ii) November 4, 2030 with respect to term loans;

• increased the aggregate amount of Euro term loans thereunder from € 700.0 million to € 900.0 million, with the additional € 200.0 million of Euro term loans being used to repay revolving loans under the Credit Agreement that were

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2024 and 2023 and for the

three and nine months then ended is unaudited)

used to fund a portion of the purchase price for Weener and to pay fees, expenses and costs associated with the Fifth Amendment.

• removed the springing maturity date provisions that would have shortened the maturity dates under the Credit Agreement to the date that is 91 days prior to the maturity dates of the 3¼% Senior Notes and 1.4 % Senior Secured Notes due 2026 (unless such notes were refinanced or repaid prior thereto);

• improved the interest rate margin grid for term loans;

• increased the uncommitted multi-currency incremental loan facility from $ 1.25 billion to $ 1.5 billion;

• amended certain covenants to provide additional flexibility;

• amended certain other terms of the Credit Agreement.

Pursuant to the Fifth Amendment, U.S.

term loans are repayable in installments as follows:

$ 8.5 million on December 31, 2025, $ 42.5 million on December 31, 2026, $ 85.0 million on each of December 31, 2027, 2028 and 2029 and $ 544.0 million on November 4, 2030, and Euro term loans are repayable in installments as follows:

€ 9.0 million on December 31, 2025, € 45.0 million on December 31, 2026, € 90.0 million on each of December 31, 2027, 2028 and 2029 and € 576.0 million on November 4, 2030.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements