What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 98 added, 63 removed, 385 unchanged (29% of the section changed)

3 unchanged sentences

(Dollars in thousands)

March 31, 2025 March 31, 2024 Dec.

June 30, 2025 June 30, 2024 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2025 and 2024

For the three and six months ended June 30, 2025 and 2024

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 1,539,161 $ 1,381,365 $ 3,005,822 $ 2,698,403

8 unchanged sentences

Provision for income taxes 30,443 24,413 51,259 42,321

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

Income before equity in earnings of affiliates 88,389 76,097 155,189 131,261

Equity in earnings of affiliates, net of tax 555 — 1,717 —

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended March 31, 2025 and 2024

For the three and six months ended June 30, 2025 and 2024

(Dollars in thousands)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income $ 88,944 $ 76,097 $ 156,906 $ 131,261

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

(Dollars in thousands)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2025 and 2024

For the three and six months ended June 30, 2025 and 2024

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Common stock - shares outstanding

11 unchanged sentences

Stock compensation expense

3,375 3,833 7,755 7,948

Net issuance of treasury stock for vested restricted stock units

28 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

Significant Accounting Policies

8 unchanged sentences

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:

Revenues by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

3 unchanged sentences

$ 1,539,161 $ 1,381,365 $ 3,005,822 $ 2,698,403

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

Revenues by geography were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

2 unchanged sentences

$ 1,539,161 $ 1,381,365 $ 3,005,822 $ 2,698,403

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.

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 121.7 million, $ 101.4 million, and $ 115.6 million as of June 30, 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 March 31, 2025 and 2024 and for the

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six 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 for the three months ended March 31 were as follows:

Rationalization charges by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

12 unchanged sentences

Utilized and currency translation ( 4,126 ) ( 3,910 ) ( 10,732 ) ( 18,768 )

Balance at March 31, 2025

Balance at June 30, 2025

$ 31,373 $ — $ — $ 31,373

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.

Rationalization reserves as of June 30, 2025 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 6.5 million and other liabilities of $ 24.9 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 $ 16.1 million and $ 21.6 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

Accumulated Other Comprehensive Loss

13 unchanged sentences

Other comprehensive income 2,825 ( 2,016 ) 117,169 117,978

Balance at March 31, 2025

Balance at June 30, 2025

$ ( 127,163 ) $ ( 7,055 ) $ ( 101,161 ) $ ( 235,379 )

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.

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2025 were net (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively, excluding income tax benefits of $ 0.4 million and $ 0.8 million, respectively.

For the three and six months ended June 30, 2025, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively.

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.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2025 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and six months ended June 30, 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 $ 145.5 million and $ 225.4 million, respectively, and (ii) foreign currency (losses) related to our net investment hedges of $( 96.7 ) million and $( 141.7 ) million, respectively, excluding income tax benefits of $ 22.9 million and $ 33.5 million, respectively.

See Note 7 for further discussion.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

Inventories consisted of the following:

March 31, 2025 March 31, 2024 Dec.

June 30, 2025 June 30, 2024 Dec.

(Dollars in thousands)

8 unchanged sentences

Long-term debt consisted of the following:

March 31, 2025 March 31, 2024 Dec.

June 30, 2025 June 30, 2024 Dec.

(Dollars in thousands)

16 unchanged sentences

$ 3,114,693 $ 2,530,718 $ 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.

At June 30, 2025, the current portion of long-term debt consisted of $ 640.0 million of U.S.

revolving loans, $ 721.9 million of Euro revolving loans, $ 8.5 million of U.S.

term loans and $ 10.6 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 500.0 million of our 1.4 % Senior Secured Notes, $ 52.3 million of other foreign bank revolving and term loans and $ 4.1 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.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six 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 March 31, 2025:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2025:

(Dollars in thousands)

13 unchanged sentences

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.

The financial assets and liabilities that were measured on a recurring basis at June 30, 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.

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

trading or other speculative uses of these financial instruments.

4 unchanged sentences

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.

As of June 30, 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.

The total fair value of our interest rate swaps agreements in effect at June 30, 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.

The total fair value of our natural gas swap agreements in effect at June 30, 2025 was not significant.

Foreign Currency Exchange Rate Risk

1 unchanged sentence

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.

Foreign currency (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2025 were $( 96.7 ) million and $( 141.7 ) million, respectively.

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)

(Information at June 30, 2025 and 2024 and for the

three and six 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 $ 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.

Suppliers’ invoices included in this SCF program were $ 248.4 million, $ 251.0 million and $ 303.7 million at June 30, 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 for the three months ended March 31 were as follows:

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

5 unchanged sentences

Net periodic benefit cost $ 1,777 $ 1,677 $ 3,484 $ 3,359

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

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

4 unchanged sentences

Net periodic benefit cost $ 57 $ 85 $ 111 $ 168

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

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 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.

We did not repurchase any shares of our common stock pursuant to this authorization during the six months ended June 30, 2025.

At June 30, 2025, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first six 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.

As of June 30, 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 three months of 2025, 701,800 restricted stock units were granted to certain of our officers and other key employees.

During the first six months of 2025, 727,234 restricted stock units were granted to certain of our officers, other key employees and outside directors.

The fair value of these restricted stock units at the grant date was $ 39.3 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 March 31, 2025 and 2024 and for the

three months then ended is unaudited)

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

Segment Information

9 unchanged sentences

(Dollars in thousands)

Three months ended March 31, 2025

Three Months Ended June 30, 2025

Net sales $ 702,187 $ 676,056 $ 160,918 $ — $ 1,539,161

4 unchanged sentences

Depreciation 37,633 13,607 8,684 102 60,026

Capital expenditures 48,707 17,728 5,826 508 72,769

Three Months Ended June 30, 2024

Net sales $ 565,377 $ 650,796 $ 165,192 $ — $ 1,381,365

Segment expenses and other (a)

472,670 592,283 142,647 8,401 1,216,001

Adjusted EBIT 92,707 58,513 22,545 ( 8,401 ) 165,364

Depreciation 25,384 18,892 8,823 47 53,146

Capital expenditures 26,149 22,645 7,386 4 56,184

Six Months Ended June 30, 2025

Net sales $ 1,373,290 $ 1,304,483 $ 328,049 $ — $ 3,005,822

Segment expenses and other (a)

1,167,879 1,184,156 278,536 25,727 2,656,298

Equity in earnings of affiliates, net of tax 1,717 — — — 1,717

Adjusted EBIT 207,128 120,327 49,513 ( 25,727 ) 351,241

Depreciation 73,488 32,892 17,448 148 123,976

Segment assets 5,846,884 2,706,408 780,467 39,861 9,373,620

Capital expenditures 92,141 48,971 13,665 916 155,693

Three months ended March 31, 2024

Six Months Ended June 30, 2024

Net sales $ 1,101,297 $ 1,267,925 $ 329,181 $ — $ 2,698,403

9 unchanged sentences

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:

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(Dollars in thousands)

13 unchanged sentences

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