SILGAN HOLDINGS INC 10-Q

Item 1. Financial Statements SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) March 31, 2025 March 31, 2024 Dec. 31, 2024 (unaudited) (unaudited) Assets Current assets: Cash and cash equivalents $ 353,030 $ 308,641 $ 822,854 Trade accounts receivable, net 1,012,790 946,051 594,279 Inventories 1,055,281 957,240 928,056 Prepaid expenses and other current assets 176,369 164,439 177,494 Total current assets 2,597,470 2,376,371 2,522,683 Property, plant and equipment, net 2,302,690 1,943,682 2,282,903 Goodwill 2,373,376 1,997,285 2,316,031 Other intangible assets, net 889,865 702,033 869,468 Other assets, net 604,574 554,884 593,583 $ 8,767,975 $ 7,574,255 $ 8,584,668 Liabilities and Stockholders’ Equity Current liabilities: Revolving loans and current portion of long-term debt $ 1,145,091 $ 1,345,851 $ 716,932 Trade accounts payable 736,823 609,832 1,111,607 Accrued payroll and related costs 119,477 100,118 108,834 Accrued liabilities 283,940 233,676 310,159 Total current liabilities 2,285,331 2,289,477 2,247,532 Long-term debt 3,483,472 2,534,504 3,419,921 Deferred income taxes 486,824 432,266 505,616 Other liabilities 429,004 418,162 422,018 Stockholders’ equity: Common stock 1,751 1,751 1,751 Paid-in capital 371,207 356,529 367,871 Retained earnings 3,448,952 3,242,914 3,402,667 Accumulated other comprehensive loss ( 303,386 ) ( 271,990 ) ( 353,357 ) Treasury stock ( 1,435,180 ) ( 1,429,358 ) ( 1,429,351 ) Total stockholders’ equity 2,083,344 1,899,846 1,989,581 $ 8,767,975 $ 7,574,255 $ 8,584,668 See accompanying notes. -3- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the three months ended March 31, 2025 and 2024 (Dollars and shares in thousands, except per share amounts) (Unaudited) 2025 2024 Net sales $ 1,466,661 $ 1,317,038 Cost of goods sold 1,196,258 1,093,559 Gross profit 270,403 223,479 Selling, general and administrative expenses 129,087 100,476 Rationalization charges 10,959 11,691 Other pension and postretirement (income) ( 187 ) ( 407 ) Income before interest and income taxes 130,544 111,719 Interest and other debt expense 42,928 38,647 Income before income taxes 87,616 73,072 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 Earnings per share: Basic net income per share $ 0.64 $ 0.52 Diluted net income per share $ 0.63 $ 0.52 Weighted average number of shares: Basic 106,915 106,646 Effect of dilutive securities 420 405 Diluted 107,335 107,051 See accompanying notes. -4- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months ended March 31, 2025 and 2024 (Dollars in thousands) (Unaudited) 2025 2024 Net income $ 67,962 $ 55,164 Other comprehensive income (loss), net of tax: Changes in net prior service credit and actuarial losses 1,400 1,403 Change in fair value of derivatives 3,071 2,425 Foreign currency translation 45,500 ( 24,457 ) Other comprehensive income (loss) 49,971 ( 20,629 ) Comprehensive income $ 117,933 $ 34,535 See accompanying notes. -5- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2025 and 2024 (Dollars in thousands) (Unaudited) 2025 2024 Cash flows provided by (used in) operating activities: Net income $ 67,962 $ 55,164 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 79,363 66,430 Amortization of debt discount and debt issuance costs 1,413 1,347 Rationalization charges 10,959 11,691 Stock compensation expense 4,380 4,115 Other changes that provided (used) cash: Trade accounts receivable, net ( 404,478 ) ( 355,645 ) Inventories ( 115,166 ) ( 22,319 ) Trade accounts payable ( 281,591 ) ( 281,165 ) Accrued liabilities ( 33,346 ) ( 30,041 ) Other, net ( 12,897 ) 2,613 Net cash (used in) operating activities ( 683,401 ) ( 547,810 ) Cash flows provided by (used in) investing activities: Capital expenditures ( 82,924 ) ( 75,258 ) Proceeds from asset sales 52 2,495 Other, net 400 301 Net cash (used in) investing activities ( 82,472 ) ( 72,462 ) Cash flows provided by (used in) financing activities: Borrowings under revolving loans 1,110,508 597,879 Repayments under revolving loans ( 6,107 ) ( 15,469 ) Repayment of principal amounts under finance leases ( 1,348 ) ( 346 ) Repayments of long-term debt ( 706,274 ) ( 100,000 ) Changes in outstanding checks - principally vendors ( 84,971 ) ( 160,576 ) Dividends paid on common stock ( 21,939 ) ( 21,137 ) Repurchase of common stock ( 6,873 ) ( 7,675 ) Net cash provided by financing activities 282,996 292,676 Effect of exchange rate changes on cash and cash equivalents 13,053 ( 6,686 ) Cash and cash equivalents: Net (decrease) ( 469,824 ) ( 334,282 ) Balance at beginning of year 822,854 642,923 Balance at end of period $ 353,030 $ 308,641 Interest paid, net $ 50,594 $ 50,290 Income taxes paid, net 12,175 17,003 See accompanying notes. -6- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three months ended March 31, 2025 and 2024 (Dollars and shares in thousands, except per share amounts) (Unaudited) 2025 2024 Common stock - shares outstanding Balance at beginning of period 106,795 106,500 Net issuance of treasury stock for vested restricted stock units 198 275 Balance at end of period 106,993 106,775 Common stock - par value Balance at beginning and end of period $ 1,751 $ 1,751 Paid-in capital Balance at beginning of period 367,871 353,848 Stock compensation expense 4,380 4,115 Net issuance of treasury stock for vested restricted stock units ( 1,044 ) ( 1,434 ) Balance at end of period 371,207 356,529 Retained earnings Balance at beginning of period 3,402,667 3,208,237 Net income 67,962 55,164 Dividends declared on common stock ( 21,677 ) ( 20,487 ) Balance at end of period 3,448,952 3,242,914 Accumulated other comprehensive loss Balance at beginning of period ( 353,357 ) ( 251,361 ) Other comprehensive income (loss) 49,971 ( 20,629 ) Balance at end of period ( 303,386 ) ( 271,990 ) Treasury stock Balance at beginning of period ( 1,429,351 ) ( 1,423,117 ) Net issuance of treasury stock for vested restricted stock units ( 5,829 ) ( 6,241 ) Balance at end of period ( 1,435,180 ) ( 1,429,358 ) Total stockholders’ equity $ 2,083,344 $ 1,899,846 Dividends declared on common stock per share $ 0.20 $ 0.19 See accompanying notes. -7- 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) Note 1. Significant Accounting Policies Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. The Condensed Consolidated Balance Sheet at December 31, 2024 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. 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. Note 2. Revenue 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 for the three months ended March 31 were as follows: 2025 2024 (Dollars in thousands) Dispensing and Specialty Closures $ 671,103 $ 535,920 Metal Containers 628,427 617,129 Custom Containers 167,131 163,989 $ 1,466,661 $ 1,317,038 Revenues by geography for the three months ended March 31 were as follows: 2025 2024 (Dollars in thousands) North America $ 1,017,570 $ 981,963 Europe and other 449,091 335,075 $ 1,466,661 $ 1,317,038 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. -8- 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) Note 3. Rationalization Charges We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment for the three months ended March 31 were as follows: 2025 2024 (Dollars in thousands) Dispensing and Specialty Closures $ 4,371 $ 6,557 Metal Containers 4,932 3,584 Custom Containers 1,656 1,550 $ 10,959 $ 11,691 Activity in reserves for our rationalization plans were as follows: Employee Severance and Benefits Plant Exit Costs Non-Cash Asset Write-Downs Total (Dollars in thousands) Balance at December 31, 2024 $ 29,318 $ — $ — $ 29,318 Charged to expense 2,986 1,731 6,242 10,959 Utilized and currency translation ( 1,753 ) ( 1,731 ) ( 6,242 ) ( 9,726 ) 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 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. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $ 0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $ 2.6 million annually through 2040. -9- 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) Note 4. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows: Unrecognized Net Defined Benefit Plan Costs Change in Fair Value of Derivatives Foreign Currency Translation Total (Dollars in thousands) Balance at December 31, 2024 $ ( 129,988 ) $ ( 5,039 ) $ ( 218,330 ) $ ( 353,357 ) Other comprehensive income before reclassifications — 4,069 45,500 49,569 Amounts reclassified from accumulated other comprehensive loss 1,400 ( 998 ) — 402 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 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 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. -10- 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) Note 5. Inventories Inventories consisted of the following: March 31, 2025 March 31, 2024 Dec. 31, 2024 (Dollars in thousands) Raw materials $ 440,846 $ 395,261 $ 450,389 Work-in-process 214,285 209,296 199,030 Finished goods 651,648 652,724 530,406 Other 17,463 17,341 17,192 1,324,242 1,274,622 1,197,017 Adjustment to value inventory at cost on the LIFO method ( 268,961 ) ( 317,382 ) ( 268,961 ) $ 1,055,281 $ 957,240 $ 928,056 Note 6. Long-Term Debt Long-term debt consisted of the following: March 31, 2025 March 31, 2024 Dec. 31, 2024 (Dollars in thousands) Bank debt Bank revolving loans $ 1,082,007 $ 580,000 $ — U.S. 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 Total bank debt 2,959,425 1,487,435 1,817,675 3¼% Senior Notes — 702,000 673,075 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 540,100 540,000 517,750 1.4 % Senior Secured Notes 500,000 500,000 500,000 Finance leases 41,228 62,905 41,673 Total debt - principal 4,640,753 3,892,340 4,150,173 Less unamortized debt issuance costs and debt discount 12,190 11,985 13,320 Total debt 4,628,563 3,880,355 4,136,853 Less current portion 1,145,091 1,345,851 716,932 $ 3,483,472 $ 2,534,504 $ 3,419,921 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. -11- 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) Note 7. Financial Instruments The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. 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 March 31, 2025: Carrying Amount Fair Value (Dollars in thousands) Assets: Cash and cash equivalents $ 353,030 $ 353,030 Liabilities: Bank debt $ 2,959,425 $ 2,959,425 4⅛% Senior Notes 599,596 575,598 2¼% Senior Notes 540,100 512,733 1.4 % Senior Secured Notes 499,943 482,500 Fair Value Measurements GAAP defines fair value 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 (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Financial Instruments Measured at Fair Value 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. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2. Financial Instruments Not Measured 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 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 Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. 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. 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 -12- 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. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. We also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. Interest Rate Swap Agreements 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 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 months ended March 31, 2025. 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 months ended March 31, 2025. 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 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 Euro term loans under the Credit Agreement which are Euro denominated. 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. -13- 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) Note 8. Commitments and Contingencies We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition. Note 9. Supply Chain Finance Program We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. 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 $ 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. Note 10. Retirement Benefits The components of the net periodic pension benefit cost for the three months ended March 31 were as follows: 2025 2024 (Dollars in thousands) Service cost $ 1,944 $ 2,165 Interest cost 8,119 8,413 Expected return on plan assets ( 10,257 ) ( 10,771 ) Amortization of prior service cost 8 23 Amortization of actuarial losses 1,893 1,852 Net periodic benefit cost $ 1,707 $ 1,682 The components of the net periodic other postretirement benefit cost for the three months ended March 31 were as follows: 2025 2024 (Dollars in thousands) Service cost $ 4 $ 7 Interest cost 151 165 Amortization of prior service credit ( 15 ) ( 5 ) Amortization of actuarial gains ( 86 ) ( 84 ) Net periodic benefit cost $ 54 $ 83 Note 11. Income Taxes Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. The Internal Revenue Service, or IRS, has completed its review of the 2023 tax year with no change to our filed federal income tax return. 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. -14- 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) Note 12. 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 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 March 31, 2025, 68,119,316 shares of our common stock were held in treasury. Note 13. 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 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. -15- 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) Note 14. Segment Information 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 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. Reportable segment information was as follows: Dispensing and Specialty Closures Metal Containers Custom Containers Corporate Total (Dollars in thousands) Three months ended March 31, 2025 Net sales $ 671,103 $ 628,427 $ 167,131 $ — $ 1,466,661 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 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 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. -16- 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) Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows: 2025 2024 (Dollars in thousands) Total adjusted EBIT $ 158,270 $ 135,480 Less: Acquired intangible asset amortization expense 15,413 13,281 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 Costs attributed to announced acquisitions 1,117 — Income before interest and income taxes 130,544 111,719 Interest and other debt expense 42,928 38,647 Income before income taxes $ 87,616 $ 73,072 Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. 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. -17-