SILGAN HOLDINGS INC 10-Q

Item 1. Financial Statements SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) June 30, 2025 June 30, 2024 Dec. 31, 2024 (unaudited) (unaudited) Assets Current assets: Cash and cash equivalents $ 317,462 $ 302,795 $ 822,854 Trade accounts receivable, net 1,242,066 1,056,785 594,279 Inventories 1,258,511 1,005,589 928,056 Prepaid expenses and other current assets 190,805 173,464 177,494 Total current assets 3,008,844 2,538,633 2,522,683 Property, plant and equipment, net 2,382,104 1,933,591 2,282,903 Goodwill 2,484,557 1,987,284 2,316,031 Other intangible assets, net 906,743 685,043 869,468 Other assets, net 628,145 548,686 593,583 $ 9,410,393 $ 7,693,237 $ 8,584,668 Liabilities and Stockholders’ Equity Current liabilities: Revolving loans and current portion of long-term debt $ 1,937,384 $ 1,398,246 $ 716,932 Trade accounts payable 757,494 658,118 1,111,607 Accrued payroll and related costs 122,238 100,663 108,834 Accrued liabilities 317,421 238,970 310,159 Total current liabilities 3,134,537 2,395,997 2,247,532 Long-term debt 3,114,693 2,530,718 3,419,921 Deferred income taxes 478,891 425,151 505,616 Other liabilities 460,054 407,681 422,018 Stockholders’ equity: Common stock 1,751 1,751 1,751 Paid-in capital 374,582 360,344 367,871 Retained earnings 3,516,444 3,298,525 3,402,667 Accumulated other comprehensive loss ( 235,379 ) ( 297,530 ) ( 353,357 ) Treasury stock ( 1,435,180 ) ( 1,429,400 ) ( 1,429,351 ) Total stockholders’ equity 2,222,218 1,933,690 1,989,581 $ 9,410,393 $ 7,693,237 $ 8,584,668 See accompanying notes. -3- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the three and six months ended June 30, 2025 and 2024 (Dollars and shares in thousands, except per share amounts) (Unaudited) 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 Cost of goods sold 1,240,070 1,125,361 2,436,328 2,218,920 Gross profit 299,091 256,004 569,494 479,483 Selling, general and administrative expenses 121,836 107,701 250,923 208,177 Rationalization charges 9,864 6,859 20,823 18,550 Other pension and postretirement (income) ( 140 ) ( 409 ) ( 327 ) ( 816 ) Income before interest and income taxes 167,531 141,853 298,075 253,572 Interest and other debt expense 48,699 41,343 91,627 79,990 Income before income taxes 118,832 100,510 206,448 173,582 Provision for income taxes 30,443 24,413 51,259 42,321 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 — Net income $ 88,944 $ 76,097 $ 156,906 $ 131,261 Earnings per share: Basic net income per share $ 0.83 $ 0.71 $ 1.47 $ 1.23 Diluted net income per share $ 0.83 $ 0.71 $ 1.46 $ 1.23 Weighted average number of shares: Basic 107,051 106,835 106,984 106,740 Effect of dilutive securities 200 180 310 293 Diluted 107,251 107,015 107,294 107,033 See accompanying notes. -4- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three and six months ended June 30, 2025 and 2024 (Dollars in thousands) (Unaudited) 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 Other comprehensive income (loss), net of tax: Changes in net prior service credit and actuarial losses 1,425 1,411 2,825 2,814 Change in fair value of derivatives ( 5,087 ) 527 ( 2,016 ) 2,952 Foreign currency translation 71,669 ( 27,478 ) 117,169 ( 51,935 ) Other comprehensive income (loss) 68,007 ( 25,540 ) 117,978 ( 46,169 ) Comprehensive income $ 156,951 $ 50,557 $ 274,884 $ 85,092 See accompanying notes. -5- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 2025 and 2024 (Dollars in thousands) (Unaudited) 2025 2024 Cash flows provided by (used in) operating activities: Net income $ 156,906 $ 131,261 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 155,335 131,932 Amortization of debt discount and debt issuance costs 2,617 2,695 Rationalization charges 20,823 18,550 Stock compensation expense 7,755 7,948 Other changes that provided (used) cash: Trade accounts receivable, net ( 601,838 ) ( 474,482 ) Inventories ( 293,758 ) ( 74,498 ) Trade accounts payable ( 279,697 ) ( 227,429 ) Accrued liabilities ( 19,577 ) ( 27,008 ) Other, net ( 53,417 ) ( 15,882 ) Net cash (used in) operating activities ( 904,851 ) ( 526,913 ) Cash flows provided by (used in) investing activities: Capital expenditures ( 155,693 ) ( 131,442 ) Proceeds from asset sales 9,552 2,984 Other, net 297 50 Net cash (used in) investing activities ( 145,844 ) ( 128,408 ) Cash flows provided by (used in) financing activities: Borrowings under revolving loans 1,409,738 739,385 Repayments under revolving loans ( 51,959 ) ( 75,408 ) Repayment of principal amounts under finance leases ( 2,427 ) ( 25,267 ) Repayments of long-term debt ( 706,274 ) ( 100,000 ) Changes in outstanding checks - principally vendors ( 84,971 ) ( 160,576 ) Dividends paid on common stock ( 43,362 ) ( 41,453 ) Repurchase of common stock ( 6,873 ) ( 7,735 ) Net cash provided by financing activities 513,872 328,946 Effect of exchange rate changes on cash and cash equivalents 31,431 ( 13,753 ) Cash and cash equivalents: Net (decrease) ( 505,392 ) ( 340,128 ) Balance at beginning of year 822,854 642,923 Balance at end of period $ 317,462 $ 302,795 Interest paid, net $ 103,432 $ 90,832 Income taxes paid, net 45,259 43,618 See accompanying notes. -6- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three and six months ended June 30, 2025 and 2024 (Dollars and shares in thousands, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Common stock - shares outstanding Balance at beginning of period 106,993 106,775 106,795 106,500 Net issuance of treasury stock for vested restricted stock units — 4 198 279 Balance at end of period 106,993 106,779 106,993 106,779 Common stock - par value Balance at beginning and end of period $ 1,751 $ 1,751 $ 1,751 $ 1,751 Paid-in capital Balance at beginning of period 371,207 356,529 367,871 353,848 Stock compensation expense 3,375 3,833 7,755 7,948 Net issuance of treasury stock for vested restricted stock units — ( 18 ) ( 1,044 ) ( 1,452 ) Balance at end of period 374,582 360,344 374,582 360,344 Retained earnings Balance at beginning of period 3,448,952 3,242,914 3,402,667 3,208,237 Net income 88,944 76,097 156,906 131,261 Dividends declared on common stock ( 21,452 ) ( 20,486 ) ( 43,129 ) ( 40,973 ) Balance at end of period 3,516,444 3,298,525 3,516,444 3,298,525 Accumulated other comprehensive loss Balance at beginning of period ( 303,386 ) ( 271,990 ) ( 353,357 ) ( 251,361 ) Other comprehensive income (loss) 68,007 ( 25,540 ) 117,978 ( 46,169 ) Balance at end of period ( 235,379 ) ( 297,530 ) ( 235,379 ) ( 297,530 ) Treasury stock Balance at beginning of period ( 1,435,180 ) ( 1,429,358 ) ( 1,429,351 ) ( 1,423,117 ) Net issuance of treasury stock for vested restricted stock units — ( 42 ) ( 5,829 ) ( 6,283 ) Balance at end of period ( 1,435,180 ) ( 1,429,400 ) ( 1,435,180 ) ( 1,429,400 ) Total stockholders’ equity $ 2,222,218 $ 1,933,690 $ 2,222,218 $ 1,933,690 Dividends declared on common stock per share $ 0.20 $ 0.19 $ 0.40 $ 0.38 See accompanying notes. -7- 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) 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 were as follows: Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 (Dollars in thousands) Dispensing and Specialty Closures $ 702,187 $ 565,377 $ 1,373,290 $ 1,101,297 Metal Containers 676,056 650,796 1,304,483 1,267,925 Custom Containers 160,918 165,192 328,049 329,181 $ 1,539,161 $ 1,381,365 $ 3,005,822 $ 2,698,403 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) North America $ 1,041,051 $ 1,034,401 $ 2,058,621 $ 2,016,364 Europe and other 498,110 346,964 947,201 682,039 $ 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 $ 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. -8- 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) 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 were as follows: Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 (Dollars in thousands) Dispensing and Specialty Closures $ 3,275 $ 3,191 $ 7,646 $ 9,748 Metal Containers 5,140 2,493 10,072 6,077 Custom Containers 1,449 1,175 3,105 2,725 $ 9,864 $ 6,859 $ 20,823 $ 18,550 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 6,181 3,910 10,732 20,823 Utilized and currency translation ( 4,126 ) ( 3,910 ) ( 10,732 ) ( 18,768 ) 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 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. 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 June 30, 2025 and 2024 and for the three and six 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 — ( 871 ) 117,169 116,298 Amounts reclassified from accumulated other comprehensive loss 2,825 ( 1,145 ) — 1,680 Other comprehensive income 2,825 ( 2,016 ) 117,169 117,978 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 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 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. -10- 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) Note 5. Inventories Inventories consisted of the following: June 30, 2025 June 30, 2024 Dec. 31, 2024 (Dollars in thousands) Raw materials $ 490,214 $ 408,681 $ 450,389 Work-in-process 231,578 190,661 199,030 Finished goods 788,044 706,234 530,406 Other 17,636 17,395 17,192 1,527,472 1,322,971 1,197,017 Adjustment to value inventory at cost on the LIFO method ( 268,961 ) ( 317,382 ) ( 268,961 ) $ 1,258,511 $ 1,005,589 $ 928,056 Note 6. Long-Term Debt Long-term debt consisted of the following: June 30, 2025 June 30, 2024 Dec. 31, 2024 (Dollars in thousands) Bank debt Bank revolving loans $ 1,361,887 $ 665,000 $ — U.S. term loans 850,000 850,000 850,000 Euro term loans 1,056,421 — 931,950 Other foreign bank revolving and term loans 67,224 54,277 35,725 Total bank debt 3,335,532 1,569,277 1,817,675 3¼% Senior Notes — 696,605 673,075 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 586,900 535,850 517,750 1.4 % Senior Secured Notes 500,000 500,000 500,000 Finance leases 40,943 38,134 41,673 Total debt - principal 5,063,375 3,939,866 4,150,173 Less unamortized debt issuance costs and debt discount 11,298 10,902 13,320 Total debt 5,052,077 3,928,964 4,136,853 Less current portion 1,937,384 1,398,246 716,932 $ 3,114,693 $ 2,530,718 $ 3,419,921 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. 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 June 30, 2025 and 2024 and for the three and six 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 June 30, 2025: Carrying Amount Fair Value (Dollars in thousands) Assets: Cash and cash equivalents $ 317,462 $ 317,462 Liabilities: Bank debt $ 3,335,532 $ 3,335,532 4⅛% Senior Notes 599,629 589,818 2¼% Senior Notes 586,900 568,677 1.4 % Senior Secured Notes 499,957 486,515 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 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. 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 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. 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 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 and six months ended June 30, 2025. 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 and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2025 were $( 96.7 ) million and $( 141.7 ) million, respectively. -13- 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) 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 $ 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. Note 10. Retirement Benefits 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) Service cost $ 1,968 $ 2,164 $ 3,912 $ 4,329 Interest cost 8,177 8,408 16,296 16,821 Expected return on plan assets ( 10,256 ) ( 10,771 ) ( 20,513 ) ( 21,542 ) Amortization of prior service cost 5 23 13 46 Amortization of actuarial losses 1,883 1,853 3,776 3,705 Net periodic benefit cost $ 1,777 $ 1,677 $ 3,484 $ 3,359 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) Service cost $ 6 $ 7 $ 10 $ 14 Interest cost 151 167 302 332 Amortization of prior service credit ( 14 ) ( 5 ) ( 29 ) ( 10 ) Amortization of actuarial gains ( 86 ) ( 84 ) ( 172 ) ( 168 ) Net periodic benefit cost $ 57 $ 85 $ 111 $ 168 -14- 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) 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. 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 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 June 30, 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 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. -15- 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) 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 June 30, 2025 Net sales $ 702,187 $ 676,056 $ 160,918 $ — $ 1,539,161 Segment expenses and other (a) 594,817 605,285 135,989 10,654 1,346,745 Equity in earnings of affiliates, net of tax 555 — — — 555 Adjusted EBIT 107,925 70,771 24,929 ( 10,654 ) 192,971 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 Six Months Ended June 30, 2024 Net sales $ 1,101,297 $ 1,267,925 $ 329,181 $ — $ 2,698,403 Segment expenses and other (a) 930,740 1,164,458 286,468 15,893 2,397,559 Adjusted EBIT 170,557 103,467 42,713 ( 15,893 ) 300,844 Depreciation 50,535 37,805 17,887 68 106,295 Segment assets 4,389,613 2,398,402 817,205 38,219 7,643,439 Capital expenditures 56,014 59,869 15,541 18 131,442 (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 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) Total adjusted EBIT $ 192,971 $ 165,364 $ 351,241 $ 300,844 Less: Acquired intangible asset amortization expense 15,946 12,356 31,359 25,637 Other pension (income) for U.S. pension plans ( 925 ) ( 1,211 ) ( 1,850 ) ( 2,422 ) Equity in earnings of affiliates, net of tax 555 — 1,717 — Rationalization charges 9,864 6,859 20,823 18,550 Costs attributed to announced acquisitions — 5,507 1,117 5,507 Income before interest and income taxes 167,531 141,853 298,075 253,572 Interest and other debt expense 48,699 41,343 91,627 79,990 Income before income taxes $ 118,832 $ 100,510 $ 206,448 $ 173,582 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-