SILGAN HOLDINGS INC 10-Q

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended. Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission. As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements. General We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products. We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets. Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes. In October 2024, we acquired Weener Plastics Holding B.V., or Weener Packaging. Weener Packaging's results of operations are included in our dispensing and specialty closures segment. -19- RESULTS OF OPERATIONS The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented: Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 Net sales Dispensing and Specialty Closures 34.4 % 32.3 % 41.2 % 37.5 % Metal Containers 57.6 58.6 49.1 51.5 Custom Containers 8.0 9.1 9.7 11.0 Consolidated 100.0 100.0 100.0 100.0 Cost of goods sold 83.7 83.2 82.1 82.6 Gross profit 16.3 16.8 17.9 17.4 Selling, general and administrative expenses 6.1 6.1 7.4 7.1 Rationalization charges 0.3 1.1 0.6 0.8 Other pension and postretirement income — — — — Income before interest and income taxes 9.9 9.6 9.9 9.5 Interest and other debt expense 2.5 2.4 2.8 2.8 Income before income taxes 7.4 7.2 7.1 6.7 Provision for income taxes 1.8 1.5 1.7 1.5 Income before equity in earnings of affiliates 5.6 5.7 5.4 5.2 Equity in earnings of affiliates, net of tax — — — — Net income 5.6 % 5.7 % 5.4 % 5.2 % Summary unaudited results of operations for the periods presented are provided below. Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 (dollars in millions) Net sales Dispensing and Specialty Closures $ 690.4 $ 563.7 $ 2,063.7 $ 1,665.0 Metal Containers 1,158.2 1,022.6 2,462.7 2,290.5 Custom Containers 160.1 158.8 488.2 488.0 Consolidated $ 2,008.7 $ 1,745.1 $ 5,014.6 $ 4,443.5 Income before interest and income taxes Dispensing and Specialty Closures $ 95.1 $ 74.7 $ 264.8 $ 213.3 Metal Containers 93.5 89.3 203.9 187.3 Custom Containers 21.1 17.1 65.9 55.5 Corporate (11.0) (13.8) (37.9) (35.2) Consolidated $ 198.7 $ 167.3 $ 496.7 $ 420.9 Net Sales . In the third quarter of 2025, consolidated net sales were $2.01 billion, an increase of $263.6 million, or 15.1 percent, as compared to the third quarter of 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of high value dispensing products, higher unit volumes, the pass through of higher raw material and other manufacturing costs and a more favorable mix of products sold in the metal containers segment, the pass through of higher raw material costs and a more favorable mix of products sold in the custom containers segment, and the impact from favorable foreign currency translation of approximately -20- $21.0 million, partially offset by lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment. In the first nine months of 2025, consolidated net sales were $5.01 billion, an increase of $571.0 million, or 12.9 percent, as compared to the first nine months of 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products, the pass through of higher raw material and other manufacturing costs and higher unit volumes in the metal containers segment, the pass through of higher raw material costs in the custom containers segment and the impact of favorable foreign currency translation of approximately $18.0 million. These increases were partially offset by a less favorable mix of products sold in the metal containers and custom containers segments and lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment. Gross Profit . Gross profit margin decreased 0.5 percentage points to 16.3 percent in the third quarter of 2025 as compared to the same period in 2024 and increased 0.5 percentage points to 17.9 percent in the first nine months of 2025 as compared to the same periods in 2024 primarily for the reasons discussed below in "Income before Interest and Income Taxes". Selling, General and Administrative Expenses . In the third quarter of 2025, selling, general and administrative expenses as a percentage of consolidated net sales remained constant at 6.1 percent as compared to the third quarter of 2024. For the third quarter of 2025, selling, general and administrative expenses increased $15.8 million to $122.2 million as compared to the third quarter of 2024. In the first nine months of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.4 percent as compared to 7.1 percent in the first nine months of 2024. In the first nine months of 2025, selling, general and administrative expenses increased $58.5 million to $373.1 million as compared to the first nine months of 2024. The increase in selling, general and administrative expenses for each of the third quarter and the first nine months of 2025 was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging, partially offset by lower costs attributed to announced acquisitions. Income before Interest and Income Taxes . In the third quarter of 2025, income before interest and income taxes increased by $31.4 million to $198.7 million as compared to $167.3 million in the third quarter of 2024, and margins increased to 9.9 percent from 9.6 percent over the same periods. The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, lower rationalization charges, a more favorable mix of products sold and higher unit volumes in the metal containers segment, lower costs attributed to announced acquisitions, improved manufacturing productivity and cost performance in the custom containers segment and higher organic unit volumes of high value dispensing products in the dispensing and specialty closures segment, partially offset by lower fixed cost absorption in the metal containers segment and a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment. Rationalization charges were $7.2 million and $19.5 million in the third quarters of 2025 and 2024, respectively. Costs attributed to announced acquisitions were $7.1 million in the third quarter of 2024. In the first nine months of 2025, income before interest and income taxes increased by $75.8 million to $496.7 million as compared to $420.9 million in the first nine months of 2024, and margins increased to 9.9 percent from 9.5 percent over the same periods. The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, improved manufacturing productivity and cost performance in the metal containers and custom containers segments, higher organic unit volumes of dispensing products in the dispensing and specialty closures segment, lower costs attributed to announced acquisitions, lower rationalization charges and higher volumes in the metal containers segment, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment. Rationalization charges were $28.0 million and $38.0 million in the first nine months of 2025 and 2024, respectively. Costs attributed to announced acquisitions were $1.1 million and $12.6 million in the first nine months of 2025 and 2024, respectively. Interest and Other Debt Expense . In the third quarter of 2025, interest and other debt expense increased $8.1 million to $50.0 million as compared to $41.9 million in the third quarter of 2024. In the first nine months of 2025, interest and other debt expense increased $19.7 million to $141.6 million as compared to $121.9 million in the first nine months of 2024. The increases in interest and other debt expense in both the third quarter and first nine months of 2025 were primarily due to higher average borrowings during the current year period related to the Weener Packaging acquisition completed in October 2024. Provision for Income Taxes . For the third quarters of 2025 and 2024, the effective tax rates were 24.3 percent and 20.2 percent, respectively. For the first nine months of 2025 and 2024, the effective tax rates were 24.6 percent and 22.6 percent, respectively. The effective tax rates in both the third quarter and first nine months of 2024 were impacted primarily by the reversal of tax reserves due to the expiration of statutes of limitation. -21- Non-GAAP Measures Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures. Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, 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 margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales. Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the on-going cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT. -22- A reconciliation of such non-GAAP financial measures for the periods presented is provided below: Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 (Dollars in millions) Dispensing and Specialty Closures Income before interest and income taxes (EBIT) $ 95.1 $ 74.7 $ 264.8 $ 213.3 Acquired intangible asset amortization expense 14.5 10.9 42.9 33.6 Other pension (income) for U.S. pension plans (0.3) (0.2) (0.6) (0.7) Equity in earnings of affiliates, net of tax 0.8 — 2.5 — Rationalization charges 3.4 9.8 11.0 19.6 Adjusted EBIT $ 113.5 $ 95.2 $ 320.6 $ 265.8 Metal Containers Income before interest and income taxes (EBIT) $ 93.5 $ 89.3 $ 203.9 $ 187.3 Acquired intangible asset amortization expense 0.3 0.4 1.1 1.0 Other pension (income) for U.S. pension plans (0.5) (0.5) (1.4) (1.7) Rationalization charges 2.5 7.9 12.6 13.9 Adjusted EBIT $ 95.8 $ 97.1 $ 216.2 $ 200.5 Custom Containers Income before interest and income taxes (EBIT) $ 21.1 $ 17.1 $ 65.9 $ 55.5 Acquired intangible asset amortization expense 1.1 1.1 3.3 3.4 Other pension (income) for U.S. pension plans (0.4) — (1.0) (0.7) Rationalization charges 1.3 1.8 4.4 4.5 Adjusted EBIT $ 23.1 $ 20.0 $ 72.6 $ 62.7 Corporate Loss before interest and income taxes (EBIT) $ (11.0) $ (13.8) $ (37.9) $ (35.2) Costs attributed to announced acquisitions — 7.1 1.1 12.6 Adjusted EBIT $ (11.0) $ (6.7) $ (36.8) $ (22.6) Total adjusted EBIT $ 221.4 $ 205.6 $ 572.6 $ 506.4 -23- Dispensing and Specialty Closures Segment Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 (Dollars in millions) Net sales $ 690.4 $ 563.7 $ 2,063.7 $ 1,665.0 Income before interest and income taxes (EBIT) 95.1 74.7 264.8 213.3 Income before interest and income taxes margin (EBIT margin) 13.8 % 13.3 % 12.8 % 12.8 % Adjusted EBIT $ 113.5 $ 95.2 $ 320.6 $ 265.8 Adjusted EBIT margin 16.4 % 16.9 % 15.5 % 16.0 % In the third quarter of 2025, net sales for the dispensing and specialty closures segment increased $126.7 million, or 22.5 percent, as compared to the third quarter of 2024. This increase was primarily the result of higher net sales of dispensing products of $130.7 million primarily due to the inclusion of net sales from Weener Packaging and higher organic unit volumes of high value dispensing products and the impact of favorable foreign currency translation of approximately $14.0 million, partially offset by lower unit volumes of specialty closures of approximately six percent primarily as a result of a decline in volumes for the North American beverage markets. In the first nine months of 2025, net sales for the dispensing and specialty closures segment increased $398.7 million, or 23.9 percent, as compared to the first nine months of 2024. This increase was primarily the result of higher net sales of dispensing products of $417.7 million primarily due to the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products and the impact of favorable foreign currency translation of approximately $10.0 million, partially offset by lower unit volumes of specialty closures of approximately three percent primarily as a result of a decline in volumes for the North American beverage markets due to cool and wet weather conditions and lower than anticipated promotional activity. In the third quarter of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $18.3 million as compared to the third quarter of 2024, while adjusted EBIT margin decreased to 16.4 percent from 16.9 percent over the same periods. The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging and higher organic unit volumes for high value dispensing products, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets. In the first nine months of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $54.8 million as compared to the first nine months of 2024, while adjusted EBIT margin decreased to 15.5 percent from 16.0 percent over the same periods. The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging and higher organic unit volumes for dispensing products, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets. -24- Metal Containers Segment Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 (Dollars in millions) Net sales $ 1,158.2 $ 1,022.6 $ 2,462.7 $ 2,290.5 Income before interest and income taxes (EBIT) 93.5 89.3 203.9 187.3 Income before interest and income taxes margin (EBIT margin) 8.1 % 8.7 % 8.3 % 8.2 % Adjusted EBIT $ 95.8 $ 97.1 $ 216.2 $ 200.5 Adjusted EBIT margin 8.3 % 9.5 % 8.8 % 8.8 % In the third quarter of 2025, net sales for the metal containers segment increased $135.6 million, or 13.3 percent, as compared to the third quarter of 2024. This increase was primarily the result of higher unit volumes of approximately four percent, the pass through of higher raw material and other manufacturing costs, the impact of favorable foreign currency translation of approximately $7.0 million and a more favorable mix of products sold. The increase in unit volumes was primarily due to higher volumes for pet food markets. In the first nine months of 2025, net sales for the metal containers segment increased $172.2 million, or 7.5 percent, as compared to the first nine months of 2024. This increase was primarily the result of the pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately three percent and the impact of favorable foreign currency translation of approximately $11.0 million, partially offset by a less favorable mix of products sold. The increase in unit volumes was primarily due to higher volumes for pet food markets. In the third quarter of 2025, adjusted EBIT of the metal containers segment decreased $1.3 million as compared to the third quarter of 2024, and adjusted EBIT margin decreased to 8.3 percent from 9.5 percent for the same periods. The decrease in adjusted EBIT was primarily due to lower fixed cost absorption, partially offset by a more favorable mix of products sold and higher unit volumes. In the first nine months of 2025, adjusted EBIT of the metal containers segment increased $15.7 million as compared to the first nine months of 2024, and adjusted EBIT margin remained constant at 8.8 percent for the same periods. The increase in adjusted EBIT was primarily due to improved manufacturing productivity and cost performance due in part to lower production in the prior year period associated with a customer that reduced its fruit and vegetable pack plans and higher unit volumes. -25- Custom Containers Segment Three Months Ended Nine Months Ended Sept. 30, 2025 Sept. 30, 2024 Sept. 30, 2025 Sept. 30, 2024 (Dollars in millions) Net sales $ 160.1 $ 158.8 $ 488.2 $ 488.0 Income before interest and income taxes (EBIT) 21.1 17.1 65.9 55.5 Income before interest and income taxes margin (EBIT margin) 13.2 % 10.8 % 13.5 % 11.4 % Adjusted EBIT $ 23.1 $ 20.0 $ 72.6 $ 62.7 Adjusted EBIT margin 14.4 % 12.6 % 14.9 % 12.8 % In the third quarter of 2025, net sales for the custom containers segment increased $1.3 million, or 0.8 percent, as compared to the third quarter of 2024. This increase was principally due to the pass through of higher raw material costs and a more favorable mix of products sold. Volumes were comparable to the prior year period, as volumes in the current year period were impacted by the exit of lower margin business as a result of footprint optimization plans. In the first nine months of 2025, net sales for the custom containers segment increased $0.2 million as compared to the first nine months of 2024. This increase was principally due to the pass through of higher raw material costs, partially offset by a less favorable mix of products sold and unfavorable foreign currency translation of approximately $3.0 million. In the third quarter of 2025, adjusted EBIT of the custom containers segment increased $3.1 million as compared to the third quarter of 2024, and adjusted EBIT margin increased to 14.4 percent from 12.6 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance. In the first nine months of 2025, adjusted EBIT of the custom containers segment increased $9.9 million as compared to the first nine months of 2024, and adjusted EBIT margin increased to 14.9 percent from 12.8 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance. CAPITAL RESOURCES AND LIQUIDITY Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses. On September 12, 2025, we issued €600.0 million aggregate principal amount of the 4¼% Senior Notes at 100 percent of their principal amount. The net proceeds from the sale of the 4¼% Senior Notes were approximately €592.4 million after deducting the initial purchasers' discount and estimated offering expenses. We used the net proceeds from the sale of the 4¼% Senior Notes to repay outstanding Euro revolving loan borrowings under the Credit Agreement. You should also read Note 6 to our Condensed Consolidated Financials Statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report with regard to our debt. On March 15, 2025, we repaid all €650.0 million aggregate principal amount of our outstanding 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. For the nine months ended September 30, 2025, we used proceeds from the issuance of the 4¼% Senior Notes of $703.6 million, net borrowings of revolving loans of $556.3 million, cash and cash equivalents of $433.7 million and the positive effect of exchange rate changes on cash and cash equivalents of $32.2 million to fund cash used in operations of $564.0 million, the repayment of long-term debt of $706.3 million, net capital expenditures and other investing activities of $227.3 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $64.8 million, repurchases of our -26- common stock of $66.2 million, debt issuance costs of $8.3 million and the repayment of principal amounts under finance leases of $3.9 million. For the nine months ended September 30, 2024, we used net borrowings of revolving loans of $491.6 million and cash and cash equivalents of $274.4 million to fund cash used in operations of $213.9 million, decreases in outstanding checks of $160.6 million, the repayment of long-term debt of $100.0 million, net capital expenditures and other investing activities of $189.1 million, dividends paid on our common stock of $61.8 million, the repayment of principal amounts under finance leases of $27.3 million, repurchases of our common stock of $7.7 million and the negative effect of exchange rate changes on cash and cash equivalents of $5.6 million. At September 30, 2025, we had $567.6 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at September 30, 2025 was $912.7 million. Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $375 million. We fund seasonal working capital requirements through revolving loans under the Credit Agreement, other foreign bank loans and cash on hand. We may use the available portion of revolving loans under the Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, capital expenditures, dividends, stock repurchases and to refinance or repurchase other debt. We believe that cash generated from operations and funds from borrowings available under the Credit Agreement and other foreign bank loans will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition. We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2025 with all of these covenants. Supply Chain Finance Program For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a 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. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and do not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our creditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution. Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Condensed Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Outstanding trade accounts payables subject to this SCF program were approximately $385.8 million, $284.2 million and $303.7 million at September 30, 2025 and 2024 and December 31, 2024, respectively. -27- Guaranteed Securities Each of the 4⅛% Senior Notes, the 2¼% Senior Notes, the 4¼% Senior Notes and the 1.4% Senior Secured Notes were issued by Silgan and are guaranteed by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement, collectively the Obligor Group. The following summarized financial information relates to the Obligor Group as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025. Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information. Investments in subsidiaries of Silgan that are not part of the Obligor Group of $2.4 billion and $2.1 billion as of September 30, 2025 and December 31, 2024, respectively, are not included in noncurrent assets in the table below. Sept. 30, 2025 Dec. 31, 2024 (Dollars in millions) Current assets $1,857.1 $1,464.5 Noncurrent assets 4,324.4 4,279.5 Current liabilities 1,970.7 1,826.4 Noncurrent liabilities 4,360.8 3,987.8 At September 30, 2025 and December 31, 2024, the Obligor Group held current receivables due from other subsidiary companies of $37.3 million and $33.0 million, respectively; long-term notes receivable due from other subsidiary companies of $1.2 billion and $1.1 billion, respectively; and current payables due to other subsidiary companies of $11.3 million and $19.0 million, respectively. Nine Months Ended Sept. 30, 2025 (Dollars in millions) Net sales $3,418.9 Gross profit 498.9 Net income 137.0 For the nine months ended September 30, 2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $133.2 million. For the nine months ended September 30, 2025, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $44.9 million; net credits from such other subsidiary companies of $19.1 million; and net interest income from such other subsidiary companies of $38.6 million. For the nine months ended September 30, 2025, the Obligor Group did not receive dividends from other subsidiary companies. 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. Under our rationalization plans, we made cash payments of $15.5 million and $31.2 million for the nine months ended September 30, 2025 and 2024, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $16.0 million and $20.7 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. You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report. -28-