SILGAN HOLDINGS INC

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business. Silgan Holdings Inc., or Silgan, and its subsidiaries conduct business inthree segments: dispensing and specialty closures; metal containers; and custom containers. Our dispensing and specialty closures segment manufactures and sells dispensing systems and specialty closures for fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products. Our metal containers segment is engaged in the manufacture and sale of steel and aluminum containers for pet and human food and general line products. Our custom containers segment manufactures and sells custom designed plastic containers for pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive products. Our dispensing and specialty closures segment has operating facilities in North and South America, Europe and Asia. Our metal containers segment has operating facilities in North America, Europe and Asia. Our custom containers segment has operating facilities in North America.

Basis of Presentation. The consolidated financial statements include the accounts of Silgan and our subsidiaries. Newly acquired subsidiaries have been included in the consolidated financial statements from their dates of acquisition. All significant intercompany transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Generally, our subsidiaries that operate outside the United States use their local currency as the functional currency. The principal functional currency for our foreign operations is the Euro. Balance sheet accounts of our foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while revenue and expense accounts are translated at average rates prevailing during the year. Translation adjustments are reported as a component of accumulated other comprehensive loss. Gains or losses resulting from operating transactions denominated in foreign currencies that are not designated as a hedge are generally included in selling, general and administrative expenses in our Consolidated Statements of Income.

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

Cash and Cash Equivalents. Cash equivalents represent short-term, highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase. As a result of our cash management system, checks issued for payment may create negative book balances. Checks outstanding in excess of related book balances are included in trade accounts payable in our Consolidated Balance Sheets. Changes in outstanding checks are included in financing activities in our Consolidated Statements of Cash Flows to treat them as, in substance, cash advances.

Inventories. Inventories are valued at the lower of cost or net realizable value. Cost for inventories of certain portions of our dispensing and specialty closures segment and of domestic inventories of our metal containers segment is principally determined on the last-in, first-out basis, or LIFO. Cost for inventories of certain portions of our dispensing and specialty closures segment and of our custom containers segment is principally determined on the first-in, first-out basis, or FIFO. Cost for inventories of certain portions of our dispensing and specialty closures segment and of foreign inventories of our metal containers segment is principally determined on the average cost method.

Property, Plant and Equipment, Net. Property, plant and equipment, net is stated at historical cost less accumulated depreciation. Major renewals and betterments that extend the life of an asset are capitalized and repairs and maintenance expenditures are charged to expense as incurred. Design and development costs for molds, dies and other tools that we do not own and that will be used to produce products that will be sold under long-term supply arrangements are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of depreciable assets. The principal estimated useful lives are 35 years for buildings and range between 3 years to 20 years for machinery and equipment. Leasehold improvements are amortized over the shorter of the life of the related asset or the life of the lease.

Goodwill and Other Intangible Assets, Net. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that goodwill and other indefinite-lived intangible assets were not impaired in our annual assessment performed during the third quarter. Definite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis. Customer relationships have a weighted average life of approximately 22 years. Other definite-lived intangible assets consist primarily of trade names and technology know-how and have a weighted average life of approximately 11 years.

Impairment of Long-Lived Assets. We assess long-lived assets, including intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. An impairment exists if the estimate of future undiscounted cash flows generated by the assets is less than the carrying value of the assets. If impairment is determined to exist, any related impairment loss is then measured by comparing the fair value of the assets to their carrying amount.

Hedging Instruments. All derivative financial instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or other comprehensive loss, depending on whether a derivative is designated as part of a qualifying 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 trading or other speculative uses of these derivative 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.

Income Taxes. We account for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment of such change. No provision is made for U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested. The minimum tax on foreign earnings, more commonly referred to as the tax on Global Intangible Low-Taxed Income, is accounted for as a component of current income tax expense.

Revenue Recognition. Our revenues are primarily derived from the sale of rigid packaging products to customers. We recognize revenue at the amount we expect to be entitled to in exchange for promised goods for which we have transferred control to customers. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the customer. Generally, revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer, and revenue is recognized over time in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. The production cycle for customer contracts subject to over time recognition is generally completed in less than one month. Due to the short-term duration of our production cycle, we have elected the practical expedient permitting us to exclude disclosure regarding our performance obligations with respect to outstanding purchase orders. We have elected to treat shipping and handling costs after the control of goods has been transferred to the customer as a fulfillment cost. Sales and similar taxes that are imposed on our sales and collected from customers are excluded from revenues.

Stock-Based Compensation. We currently haveone stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors. A restricted stock unit represents the right to receiveone share of our common stock at a future date. Unvested restricted stock units that have been issued do not have voting rights and may not be disposed of or transferred during the vesting period.

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:

Revenues by geography were as follows:

Our contracts generally include standard commercial payment terms generally acceptable in each region. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry. We have no significant obligations for refunds, warranties or similar obligations.

Trade accounts receivable, net are shown separately on our Consolidated Balance Sheets. Contract assets are the result of the timing of revenue recognition, billings and cash collections. Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $115.6 million and $100.0 million as of December 31, 2024 and 2023, respectively. Unbilled receivables are included in trade accounts receivable, net on our Consolidated Balance Sheets.

NOTE 3. ACQUISITION

WEENERP LASTICS HOLDINGB.V. ACQUISITION

On October 15, 2024, we acquired all outstanding equity interests in Weener Plastics Holding B.V., or Weener Packaging, a leading producer of differentiated dispensing solutions for personal and health care and food products. Weener Packaging operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities. This acquisition further broadened our extensive dispensing products portfolio in the personal and health care and food markets, expanded our product innovation capabilities, enhanced our advanced manufacturing technologies and added to our strong customer relationships.

The purchase price for this acquisition was $921.6 million, net of cash acquired. The purchase price is subject to adjustments for certain items as provided in the purchase agreement for the acquisition. We incurred acquisition related costs for Weener Packaging totaling $28.4 million for the year ended December 31, 2024, which are included in selling, general and administrative expenses in our Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings, including a €700.0 million incremental term loan, under our amended and restated senior secured credit facility and cash on hand. See Note 9 for further information.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 10). Specifically, significant inputs included discount rates, net sales growth rates and operating margins. The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to such valuations. This may result in material changes to the estimated fair value of property, plant and equipment and intangible assets, as we continue to refine our estimates and assumptions based on information available at the acquisition date. In connection with this acquisition, we recorded a charge of $6.1 million related to the write-up of acquired inventory of Weener Packaging as a result of purchase accounting.

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands):

Goodwill of $379.6 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our dispensing and specialty closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets are included in our dispensing and specialty closures segment and consist of customer relationships of $168.3 million with an estimated remaining life of 24 years, trade names of $43.8 million with an estimated remaining life of 17 years and technology know-how of $18.8 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.

Weener Packaging's results of operations were included in our dispensing and specialty closures segment since the acquisition date and were not significant since such date.

NOTE 4. 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 each of the years ended December 31 were as follows:

Rationalization charges of $59.5 million for the year ended December 31, 2024 primarily related to the comprehensive cost reduction initiative we announced in late 2023 to achieve cost savings over the followingtwo years from footprint rationalizations and other cost reduction actions in all of our segments. As part of this initiative, we have already closed three dispensing and specialty closures manufacturing facilities, two metal container manufacturing facilities andone custom container manufacturing facility as of December 31, 2024, relocating volumes from such facilities to other facilities, and we have announced the closing of an additional custom container manufacturing facility in 2025. In addition, as part of this initiative we have taken, and are continuing to take, actions to optimize production at several other manufacturing facilities across our network.

In the fourth quarter of 2022, we recognized a rationalization charge of $73.8 million in the metal containers segment related to the write-off of net assets to service the Russian market. Ourtwo metal container manufacturing facilities in Russia were closed at the beginning of 2023. In the fourth quarter of 2023, we recorded a rationalization credit of $17.7 million in the metal containers segment related to a loss recovery from Oesterreichische Kontrollbank Aktiengesellschaft, an Austrian entity that provides financial services including credit insurance, in respect of such net assets.

In 2019, we withdrew from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, and estimated total rationalization expenses and cash expenditures from such withdrawal of $62.0 million at that time. In the fourth quarter of 2022, we finalized the calculation of the withdrawal liability with the Central States Pension Plan and revised the total expected costs of the withdrawal liability as of the withdrawal date to be $51.1 million, with expected total future cash expenditures of $41.9 million. Accordingly, the fourth quarter of 2022 includes a rationalization credit of $8.5 million in the metal containers segment for the adjustment to the withdrawal liability for the Central States Pension Plan as finalized. Remaining expenses related to the accretion of interest for the withdrawal liability for the Central States Pension Plan are expected to be approximately $0.9 million per year to 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 per year through 2040.

Activity in reserves for our rationalization plans was as follows:

Non-cash asset write-downs were the result of comparing the carrying value of certain production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 10 for information regarding a Level 3 fair value measurement). Non-cash asset write-downs for the year ended December 31, 2023 were net of recovered losses of $17.7 million discussed above.

Rationalization reserves as of December 31, 2024 and 2023 were recorded in our Consolidated Balance Sheets as accrued liabilities of $3.8 million and $7.3 million, respectively, and as other liabilities of $25.5 million and $26.7 million, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan discussed above, remaining expenses and cash expenditures for our rationalization plans are expected to be $8.1 million and $10.9 million, respectively.

NOTE 5. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is reported in our Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows:

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022 were net (losses) of $(7.6) million,$(10.2) million and $(2.9) million, respectively, excluding income tax benefits of $1.8 million, $2.5 million and $1.0 million, respectively. These net losses included amortization of net actuarial (losses) of $(7.5) million, $(11.0) million and $(4.3) million for the years ended December 31, 2024, 2023 and 2022, respectively, and amortization of net prior service (cost) credit of $(0.1) million, $0.8 million and $1.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization of net actuarial (losses) and net prior service (cost) credit is a component of net periodic benefit (cost) credit. See Note 13 for further discussion.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022 were not significant. See Note 10 which includes a discussion of derivative instruments and hedging activities.

The foreign currency translation component of accumulated other comprehensive loss includes: (i) foreign currency (losses) gains related to translation of year-end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. Dollar; (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature; and (iii) foreign currency gains (losses) related to our net investment hedges, net of tax. Foreign currency (losses) gains related to translation of year-end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. Dollar for the years ended December 31, 2024, 2023 and 2022 were $(147.6) million, $57.7 million and $(76.3) million, respectively. Foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature for the years ended December 31, 2024, 2023 and 2022 were $0.1 million, $2.0 million and $2.0 million, respectively. Foreign currency gains (losses) related to our net investment hedges for the years ended December 31, 2024, 2023 and 2022 were $61.3 million, $(17.3) million and $32.1 million, respectively, excluding an income tax (provision) benefit of $(14.5) million, $3.8 million and $(7.6) million, respectively. See Note 10 for further discussion. Foreign currency translation losses reclassified from accumulated other comprehensive loss in 2023 were due to the shutdown of thetwo metal container manufacturing facilities in Russia.

NOTE 6. INVENTORIES

The components of inventories at December 31 were as follows:

Inventories include $264.7 million and $276.3 million recorded on the FIFO method at December 31, 2024 and 2023, respectively, and $195.5 million and $158.7 million recorded on the average cost method at December 31, 2024 and 2023, respectively.

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net at December 31 was as follows:

Depreciation expense in 2024, 2023 and 2022 was $223.3 million, $210.1 million and $210.2 million, respectively.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in the carrying amount of goodwill were as follows:

The components of other intangible assets, net at December 31 were as follows:

In connection with our acquisition of Weener Packaging, as discussed in Note 3, we recognized intangible assets for customer relationships of $168.3 million, trade names of $43.8 million and technology know-how of $18.8 million.

Amortization expense in 2024, 2023 and 2022 was $52.6 million, $53.1 million and $52.6 million, respectively. Amortization expense is expected to be $59.3 million, $58.2 million, $57.5 million, $55.6 million and $54.2 million for the years ended December 31, 2025 through 2029, respectively.

NOTE 9. LONG-TERM DEBT

Long-term debt at December 31 was as follows:

AGGREGATEA NNUALM ATURITIES

The aggregate annual maturities of our debt (non-U.S. dollar debt has been translated into U.S. dollars at exchange rates in effect at the balance sheet date), excluding finance leases, are as follows (dollars in thousands):

At December 31, 2024, the current portion of our long-term debt consisted of $673.1 million of 3¼% Senior Notes due 2025, $8.5 million of U.S. term loans and $9.3 million of Euro term loans under our senior secured credit facility, $21.5 million of other foreign bank revolving and term loans and $4.5 million of finance leases.

BANKC REDITA GREEMENT

On March 24, 2017, we completed an amendment and restatement of our previous senior secured credit facility and subsequently entered into five amendments to our amended and restated senior secured credit facility, as so amended, the Credit Agreement, on each of November 4, 2024, June 22, 2023, November 9, 2021, February 1, 2021 and May 30, 2018. The most recent amendment to the Credit Agreement entered into on November 4, 2024, or the Fifth Amendment:

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

•increased the aggregate amount of Euro term loans thereunder from €700.0 million to €900.0 million, with the additional €200.0 million of Euro term loans being used to repay revolving loans under the Credit Agreement that were used to fund a portion of the purchase price for Weener Packaging and to pay fees, expenses and costs associated with the Fifth Amendment;

•removed the springing maturity date provisions that would have shortened the maturity dates under the Credit Agreement to the date that is 91 days prior to the maturity dates of the 3¼% Senior Notes due 2025 and the 1.4% Senior Secured Notes due 2026 (unless such notes were refinanced or repaid prior thereto);

•improved the interest rate margin grid for term loans;

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

•amended certain covenants to provide additional flexibility; and

•amended certain other terms of the Credit Agreement.

The applicable margins for term loans and for revolving loans and swingline loans are reset quarterly using the applicable margin schedule based on our Total Net Leverage Ratio (as defined in the Credit Agreement). The range for the applicable margin for term loans is 0.00 percent to 0.75 percent for Base Rate Loans and 1.00 percent to 1.75 percent for Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement). The range for the applicable margin for revolving loans and swingline loans is 0.00 percent to 0.50 percent for U.S. dollar-denominated Base Rate Loans and Canadian dollar-denominated Canadian Prime Rate Loans,1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans (other than SONIA RFR Loans) and 1.0326 percent to 1.5326 percent for revolving loans maintained as SONIA RFR Loans (each as defined in the Credit Agreement).

Revolving loans under the Credit Agreement generally may be borrowed, repaid and reborrowed from time to time until November 4, 2029, the maturity date for our multi-currency revolving loan facility under the Credit Agreement. Proceeds from revolving loans may be used for working capital and other general corporate purposes (including acquisitions, capital expenditures, dividends, stock repurchases and refinancings and repayments of other debt).

The current outstanding term loans under the Credit Agreement ($850.0 million and €900.0 million) mature on November 4, 2030 and are repayable in installments. U.S. term loans are repayable in installments as follows: $8.5 million on December 31, 2025, $42.5 million on December 31, 2026, $85.0 million on each of December 31, 2027, 2028 and 2029 and $544.0 million on November 4, 2030. Euro term loans are repayable in installments as follows: €9.0 million on December 31, 2025, €45.0 million on December 31, 2026, €90.0 million on each of December 31, 2027, 2028 and 2029 and €576.0 million on November 4, 2030. In 2024 and 2023, we repaid $100.0 million and $50.0 million of outstanding previous U.S. term loans under the Credit Agreement, respectively.

The Credit Agreement contains certain mandatory repayment provisions, including requirements to prepay loans with proceeds in excess of certain amounts received from certain assets sales. Generally, mandatory repayments are applied to the term loans and applied first to the next two scheduled amortization payments which are due on December 31 of the year of such mandatory repayment and the next succeeding year (or, if no such payment is due on December 31 of such year, to the payment due on December 31 of the immediately succeeding year or of the next succeeding year in which a payment is to be made) and, to the extent in excess thereof, pro rata to the remaining installments of the term loans. Voluntary prepayments of term loans may be applied to any tranche of term loans at our discretion and are applied to the scheduled amortization payments in direct order of maturity. Amounts repaid under the term loans may not be reborrowed.

The Credit Agreement also provides us with an uncommitted multi-currency incremental loan facility for up to U.S. $1.5 billion (which amount may be increased as provided in the Credit Agreement), which may take the form of one or more incremental term loan facilities under the Credit Agreement, increased commitments under the revolving loan facility under the Credit Agreement and/or incremental indebtedness in the form of secured loans and/or notes, subject to certain limitations. The uncommitted incremental loan facility provides, among other things, that any incremental loan borrowing shall:

•be denominated in a single currency, either in U.S. Dollars, Euros, Pounds Sterling or Canadian Dollars;

•be in a minimum aggregate amount of at least U.S. $50.0 million;

•have a maturity date no earlier than the maturity date for term loans under the Credit Agreement and a weighted average life to maturity of no less than the weighted average life to maturity of term loans under the Credit Agreement; and

•be used by us and certain of our foreign subsidiaries for working capital and other general corporate purposes, including to finance acquisitions and refinance any indebtedness assumed as a part of such acquisitions, to refinance or repurchase debt as permitted and to pay outstanding revolving loans under the Credit Agreement.

At December 31, 2024, we had term loan borrowings outstanding under the Credit Agreement of $850.0 million and €900.0 million, totaling U.S. denominated $1.78 billion principal amount (with Euro denominated term loans translated at exchange rates in effect at such date). At December 31, 2023, we had term loan borrowings outstanding under the Credit Agreement of $950.0 million. At December 31, 2024 and 2023, we hadno revolving loans outstanding under the Credit Agreement. At December 31, 2024, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans was 1.50 percent, and the margin for term loans maintained as Base Rate Loans was 0.50 percent. At December 31, 2024, the margin for revolving loans maintained as Eurocurrency Rate Loans or RFR Loans (other than SONIA RFR Loans) was 1.25 percent, the margin for revolving loans maintained as SONIA RFR Loans was 1.2826 percent and the margin for revolving loans maintained as Base Rate Loans and Canadian Prime Rate loans was 0.25 percent. In accordance with the Fifth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2025 based upon our Total Leverage Ratio as provided in the Credit Agreement. As of December 31, 2024, the interest rate on U.S. term loans and Euro term loans under the Credit Agreement was 6.21 percent and 4.77 percent, respectively.

The Credit Agreement provides for the payment of a commitment fee ranging from 0.20 percent to 0.30 percent per annum on the daily average unused portion of commitments available under the revolving loan facility (0.25 percent at December 31, 2024). The commitment fee is reset quarterly based upon our Total Net Leverage Ratio as provided in the Credit Agreement.

We may utilize up to a maximum of $125.0 million of our multi-currency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans under the multi-currency revolving loan facility and letters of credit do not exceed the amount of the commitment under such multi-currency revolving loan facility. The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans under the multi-currency revolving loan facility, calculated on the stated amount of such letter of credit, and to the issuers of letters of credit of a fronting fee of the greater of (x) $500 per annum and (y)0.25 percent per annum calculated on the aggregate stated amount of such letters of credit, in each case for their stated duration.

For 2024, 2023 and 2022, the weighted average annual interest rate paid on term loans under the Credit Agreement was 6.4 percent,6.5 percent and 3.2 percent, respectively; and the weighted average annual interest rate paid on revolving loans under the Credit Agreement was 6.2 percent,6.4 percent and 3.0 percent, respectively. From time to time, we enter into interest rate swap agreements to convert interest rate exposure from variable rates to fixed rates of interest. For 2024, 2023 and 2022, the weighted average annual interest rate paid on term loans under the Credit Agreement, after consideration of our interest rate swap agreements, was 5.9 percent,6.2 percent and 3.3 percent, respectively. See Note 10 which includes a discussion of our interest rate swap agreements.

The indebtedness under the Credit Agreement is guaranteed by us, our U.S. subsidiaries and our Dutch subsidiary that is a borrower under the Credit Agreement. The stock of substantially all of our U.S. subsidiaries and certain of our Dutch subsidiaries and 65% of the stock of our Canadian and other non-U.S. subsidiaries directly owned by our U.S. subsidiaries has been pledged as security to the lenders under the Credit Agreement. The Credit Agreement contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; and engage in any business other than the packaging business and certain related businesses. In addition, we are required to meet specified financial covenants consisting of Interest Coverage and Total Net Leverage Ratios, each as defined in the Credit Agreement. We are currently in compliance with all covenants under the Credit Agreement.

Because we sell metal containers and closures used in the fruit and vegetable packing process, we have seasonal sales. As is common in the packaging industry, we must utilize working capital to build inventory and then

carry accounts receivable for some customers beyond 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.

As a result of the Fifth Amendment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.1 million in 2024 for the write-off of unamortized debt issuance costs.

1.4% SENIORS ECUREDN OTES

On February 10, 2021, we issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 99.945 percent of their principal amount.

The 1.4% Notes are guaranteed on a senior secured basis by our U.S. subsidiaries that guarantee the Credit Agreement. The 1.4% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, any of our non-U.S. subsidiaries or any of our non-wholly owned subsidiaries. The 1.4% Notes and related guarantees are secured by pledges of equity interests, or the Collateral, that are owned by us and by each subsidiary guarantor, to the extent equity interests are also pledged to secure the obligations of U.S. borrowers under the Credit Agreement. The 1.4% Notes will share equally in the Collateral with the Credit Agreement. The guarantee of each such subsidiary guarantor will be released to the extent such subsidiary no longer guarantees the Credit Agreement and in certain other circumstances, and the Collateral pledged by such subsidiary guarantor will also be released upon the release of such subsidiary guarantor’s guarantee.

The 1.4% Notes and related guarantees are senior secured obligations of us and the subsidiary guarantors. The 1.4% Notes and related guarantees rank equal in right of payment with all of our and the subsidiary guarantors’ existing and future unsubordinated indebtedness, including under the Credit Agreement and our 2¼% Senior Notes due 2028, or the 2¼% Notes, our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, and our 3¼% Senior Notes due 2025, or the 3¼% Notes; are senior in right of payment to all of our and the subsidiary guarantors’ future indebtedness that is by its terms expressly subordinated in right of payment to the 1.4% Notes; rank equal in right of payment to all of our and the subsidiary guarantors’ existing and future senior secured indebtedness (including indebtedness under the Credit Agreement) that is secured by the Collateral on a first-priority basis, to the extent of the value of the Collateral; rank effectively senior to all of our and the subsidiary guarantors’ existing and future unsecured indebtedness, including the 2¼% Notes, the 4⅛% Notes, the 3¼% Notes, and indebtedness secured on a junior basis, in each case to the extent of the value of the Collateral; rank effectively junior to all existing and future indebtedness that is secured by liens on assets that do not constitute a part of the Collateral, to the extent of the value of such assets; and are structurally subordinated to all existing and future indebtedness and other liabilities of each of our existing and future subsidiaries that do not guarantee the 1.4% Notes.

As a result of the guarantees by the subsidiary guarantors of the 1.4% Notes, such subsidiaries were also required to guarantee, and have guaranteed, on a senior unsecured basis the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes pursuant to supplemental indentures to the indentures for the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes.

The 1.4% Notes are not, and are not required to be, registered under the Securities Act of 1933, as amended.

The 1.4% Notes mature on April 1, 2026. Interest on the 1.4% Notes is payable semi-annually in cash on April 1 and October 1 of each year. The 1.4% Notes were issued pursuant to an indenture by and among Silgan, certain of our U.S. subsidiaries and Computershare Corporate Trust, as trustee and collateral agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes.

Prior to March 1, 2026 (one month prior to the maturity date of the 1.4% Notes, or the Par Call Date) the 1.4% Notes will be redeemable at a redemption price equal to the greater of (i)100 percent of the principal amount of the 1.4% Notes to be redeemed and (ii) the principal amount of the 1.4% Notes plus a “make-whole” amount, plus, in each case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the 1.4% Notes will be redeemable at a redemption price equal to 100 percent of the aggregate principal amount of any 1.4% Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date.

We will be required to make an offer to repurchase the 1.4% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 1.4% Notes.

2¼% SENIORN OTES

On February 26, 2020, we issued €500.0 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount.

The 2¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 2¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.

The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 4⅛% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 2¼% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 2¼% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 2¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 2¼% Notes that is by its terms expressly subordinated in right of payment to the 2¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 2¼% Notes.

The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes is payable semiannually in cash on January 15 and July 15 of each year. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 4⅛% Notes and the 3¼% Notes.

The 2¼% Notes are redeemable, at our option, in whole or in part, at any time until March 1, 2025 at 100.563 percent of their principal amount, plus accrued and unpaid interest to the redemption date, and at any time on or after March 1, 2025 at 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date.

We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes. In connection with any tender offer for, or any other offer to purchase, the 2¼% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 2¼% Notes validly tender their 2¼% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 2¼% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

4⅛% SENIORN OTES

On November 12, 2019, we issued $400.0 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 100 percent of their principal amount. On February 26, 2020, we issued an additional $200.0 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019.

The 4⅛% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 4⅛% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.

The 4⅛% Notes are general senior unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 2¼% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 4⅛% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 4⅛% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 4⅛% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 4⅛% Notes that is by its terms expressly subordinated in right of payment to the 4⅛% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 4⅛% Notes.

The 4⅛% Notes will mature on February 1, 2028. Interest on the 4⅛% Notes is payable semiannually in cash on April 1 and October 1 of each year. The 4⅛% Notes were issued pursuant to an indenture by and between Silgan and U.S. Bank National Association, as trustee, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to those in the indentures for the 2¼% Notes and the 3¼% Notes.

The 4⅛% Notes are redeemable, at our option, in whole or in part, at any time at 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date.

We will be required to make an offer to repurchase the 4⅛% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 4⅛% Notes. In connection with any tender offer for, or any other offer to purchase, the 4⅛% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 4⅛% Notes validly tender their 4⅛% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 4⅛% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

4¾% SENIORN OTES AND 3¼% SENIORN OTES

On February 13, 2017, we issued $300.0 million aggregate principal amount of our 4¾% Senior Notes due 2025, or the 4¾% Notes, and €650.0 million aggregate principal amount of our 3¼% Senior Notes due 2025, or the 3¼% Notes, each at 100 percent of their principal amount.

On March 28, 2022, we redeemed all $300.0 million aggregate principal amount of the outstanding 4¾% Notes, at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest to the redemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of this redemption, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2022 for the write-off of unamortized debt issuance costs.

The 3¼% Notes will mature on March 15, 2025 and are included in the current portion of our long-term debt at December 31, 2024.

The 3¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 3¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.

The 3¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 2¼% Notes and the 4⅛% Notes, and ahead of our existing and future subordinated debt. The 3¼% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 3¼% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 3¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 3¼% Notes that is by its terms expressly subordinated in right of payment to the 3¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 3¼% Notes.

Interest on the 3¼% Notes is payable semiannually in cash on March 15 and September 15 of each year. The 3¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to those in the indentures for the 2¼% Notes and the 4⅛% Notes.

The 3¼% Notes are redeemable, at our option, in whole or in part, at any time at 100 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date. Upon the occurrence of a change of control repurchase event as provided in the indenture for the 3¼% Notes, we are required to make an offer to repurchase the 3¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus, in each case, accrued and unpaid interest to the date of repurchase.

NOTE 10. FINANCIAL INSTRUMENTS

The financial instruments recorded in our Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and derivative instruments. 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 significant financial instruments at December 31:

FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

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.

The financial assets and liabilities that are measured on a recurring basis at December 31, 2024 and 2023 consist 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 rates and prices. As such, these derivative instruments are classified within Level 2.

FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

Our bank debt, 3¼% Notes, 4⅛% Notes, 2¼% Notes and 1.4% Notes were recorded at historical amounts in our Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 3¼% Notes, 4⅛% Notes, 2¼% Notes and 1.4% Notes were estimated based on the quoted market price, a Level 1 input.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of derivative financial instruments.

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges and changes in their fair values are recorded in accumulated other comprehensive loss, a component of stockholder's equity, and reclassified into earnings in future periods when earnings are affected by the variability of the hedged cash flows.

INTEREST RATE SWAP AGREEMENTS

From time to time, we enter into interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations, effectively converting interest rate exposure from variable rates to fixed rates of interest.

In 2018, we entered into $100.0 million aggregate notional principal amount of U.S. dollar interest rate swap agreements, which matured in March 2023 and had a fixed rate of 2.878 percent. In March 2023, we entered into $300.0 million aggregate notional principal amount of U.S. dollar interest rate swap agreements which mature in April 2026. These agreements have a weighted average fixed rate of 3.90 percent and were entered into with financial institutions which are expected to fully perform under the terms thereof. In October 2024, we entered into €685.0 million aggregate notional principal amount of Euro interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations for our Euro term loans under the Credit Agreement. These agreements mature as follows: €35.0 million in October 2026; €70.0 million in October 2027; and €580.0 million in October 2030. These agreements have a weighted average fixed rate of 2.43 percent and were entered into with financial institutions which are expected to fully perform under the terms thereof.

The difference between amounts to be paid or received on interest rate swap agreements is recorded in interest and other debt expense in our Consolidated Statements of Income, and such difference was not significant for each of the years ended December 31, 2024, 2023 and 2022. The total fair value of our interest rate swap agreements at December 31, 2024 and 2023 was not significant.

NATURAL GAS SWAP AGREEMENTS

We have entered into natural gas swap agreements with a major financial institution to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on natural gas swap agreements is recorded in cost of goods sold in our Consolidated Statements of Income and was not significant for each of the years ended December 31, 2024, 2023 and 2022. These agreements are with financial institutions which are expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at December 31, 2024 and 2023 was not significant.

FOREIGN CURRENCY EXCHANGE RATE RISK

In an effort to minimize 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 and the 3¼% Notes which are Euro denominated. Foreign currency gains (losses) related to our net investment hedges included in accumulated other comprehensive loss were $61.3 million, $(17.3) million and $32.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

CONCENTRATION OF CREDIT RISK

We derive a significant portion of our revenue from multi-year supply agreements with many of our customers. Aggregate revenues from our two largest customers (Nestlé S.A. and Campbell Soup Company) accounted for approximately 20.3 percent,19.8 percent and 20.7 percent of our net sales in 2024, 2023 and 2022, respectively. The receivable balances from these customers collectively represented 2.8 percent and 3.4 percent of our trade accounts receivable at December 31, 2024 and 2023, respectively. As is common in the packaging industry, we provide extended payment terms to some of our customers due to the seasonality of the vegetable and fruit packing process. Exposure to losses is dependent on each customer’s financial position. We perform ongoing credit evaluations of our customers’ financial condition, and our receivables are generally not collateralized. We maintain an allowance for doubtful accounts which we believe is adequate to cover potential credit losses based on customer credit evaluations, collection history and other information. Accounts receivable are considered past due based on the original due date and write-offs occur only after all reasonable collection efforts are exhausted.

NOTE 11. COMMITMENTS AND CONTINGENCIES

We have noncancelable operating leases for office and plant facilities, equipment and automobiles that expire at various dates through 2040. Certain operating leases have renewal options and rent escalation clauses as well as various purchase options.

Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, where applicable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Lease expense for operating leases consists of both fixed and variable components. Expense related to fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include certain index-based changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The depreciable life of lease right-of-use assets is generally the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise for such assets.

We recognized total lease expense of $100.7 million, $98.4 million and $91.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. Right-of-use assets obtained in exchange for new operating lease liabilities, a non-cash item, were $41.7 million, $67.3 million and $20.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Operating lease right-of-use assets were recorded in our Consolidated Balance Sheets asother assets, net of $206.1 million and $223.9 million as of December 31, 2024 and 2023, respectively. Operating lease liabilities of $220.5 million and $233.8 million were recorded in our Consolidated Balance Sheets asaccrued liabilities of $48.9 million and $45.9 million andother liabilities of $171.6 million and $187.9 million as of December 31, 2024 and 2023, respectively. At December 31, 2024, our operating leases had a weighted average discount rate of 5.1 percent and a weighted average remaining lease term of approximately 7 years.

To a lesser extent, we have certain leases that qualify as finance leases. Finance lease right-of-use assets were recorded in our Consolidated Balance Sheets asproperty, plant and equipment, net of $38.4 million and $64.5 million as of December 31, 2024 and 2023, respectively. Finance lease liabilities of $41.7 million and $63.3 million were recorded in our Consolidated Balance Sheets ascurrent portion of long term-debt of $4.5 million and $27.6 million as of December 31, 2024 and 2023, respectively, andlong-term debt of $37.2 million and $35.7 million as of December 31, 2024 and 2023, respectively. At December 31, 2024, our finance leases had a weighted average discount rate of 4.4 percent and a weighted average remaining lease term of approximately 13 years.

The aggregate annual maturities of lease liabilities are as follows (dollars in thousands):

At December 31, 2024, we did not have any significant operating or finance leases that had not commenced.

At December 31, 2024, we had noncancelable commitments for capital expenditures in 2024 of $36.0 million.

On July 12, 2022, we concluded a settlement with the European Commission to end a long-running investigation of our metal packaging operations in Europe. This investigation was started in 2015 by the German antitrust authority and was transferred in 2018 to the European Commission. With the settlement, the European Commission closed its investigation and we paid a fine of €23.9 million in October 2022, although we do not fully concur with the facts and legal qualifications put forth by the European Commission.

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 12. SUPPLYC HAINF INANCEP ROGRAM

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 such financial institution upon at least 30 days’ notice, and such 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' receivables sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ receivables included in this SCF program were $303.7 million and $330.2 million at December 31, 2024 and 2023, respectively, and were included inaccounts payable in our Consolidated Balance Sheets.

The outstanding obligations confirmed under our SCF program were as follows:

NOTE 13. RETIREMENT BENEFITS

We sponsor a number of defined benefit and defined contribution pension plans which cover substantially all U.S. employees, other than union employees covered by multiemployer defined benefit pension plans under collective bargaining agreements. Pension benefits are provided based on either a career average, final pay or years of service formula. With respect to certain hourly employees, pension benefits are provided based on stated amounts for each year of service. Our U.S. salaried pension plans are closed to new employees.

We also sponsor other postretirement benefits plans, including unfunded defined benefit health care and life insurance plans, which provide postretirement benefits to certain employees. The plans are contributory, with retiree contributions adjusted annually, and contain cost sharing features including deductibles and coinsurance. Retiree health care benefits are paid as covered expenses are incurred.

The changes in benefit obligations and plan assets as well as the funded status of our retirement plans at December 31 were as follows:

Actuarial (gains) losses related to pension benefits were primarily the result of changes in discount rates used to calculate projected benefit obligations.

The fair value of plan assets for our domestic pension plans was approximately 137 percent and 134 percent of their projected benefit obligations at December 31, 2024 and 2023, respectively. Pension plans with projected benefit obligations in excess of plan assets at December 31, 2024 and 2023 consisted entirely of our international pension benefit plans which are not funded. The projected benefit obligation for our international pension benefit plans was $91.1 million and $95.2 million at December 31, 2024 and 2023, respectively.

The accumulated benefit obligation for all pension benefit plans at December 31, 2024 and 2023 was $639.7 million and $685.5 million, respectively. Pension plans with accumulated benefit obligations in excess of plan assets at December 31, 2024 and 2023 consisted entirely of our international pension benefit plans which are not funded. The accumulated benefit obligation for our international pension benefit plans was $86.5 million and $91.8 million at December 31, 2024 and 2023, respectively.

The benefits expected to be paid from our pension and other postretirement benefit plans, which reflect future years of service, are as follows (dollars in thousands):

Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine the benefit obligations at December 31:

Our expected return on plan assets is determined by current and expected asset allocation of plan assets, estimates of future long-term returns on those types of plan assets and historical long-term investment performance.

Our international pension benefit plans used a discount rate of 3.6 percent as of each of December 31, 2024 and 2023, and a rate of compensation increase of 4.1 percent and 3.9 percent to determine the benefit obligation as of December 31, 2024 and 2023, respectively.

The components of the net periodic benefit cost (credit) for each of the years ended December 31 were as follows:

Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine net periodic benefit cost (credit) for the years ended December 31:

Our international pension benefit plans used a discount rate of 3.6 percent,4.2 percent and 1.4 percent for the years ended December 31, 2024, 2023 and 2022, respectively, and a rate of compensation increase of 4.1 percent,3.9 percent and 3.8 percent to determine net periodic benefit cost (credit) for the years ended December 31, 2024, 2023 and 2022, respectively.

MULTIEMPLOYER PENSION PLANS

In 2024, we participated intwo multiemployer pension plans which provide defined benefits to certain of our union employees. The aggregate amount contributed to these plans and charged to pension cost in 2024, 2023 and 2022 was $3.2 million, $3.6 million and $3.6 million, respectively. In the third quarter of 2022, we completely withdrew from the United Food & Commercial Workers - Local One Pension Fund, or the UFCW Pension Fund. As a result of our complete withdrawal from the UFCW Pension Fund, we are required to pay an aggregate withdrawal liability of $2.8 million to the UFCW Pension Fund in quarterly installments through 2042.

The risks of participating in multiemployer plans are different from the risks of single-employer plans in the following respects: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if we cease to have an obligation to contribute to the multiemployer plan in which we had been a contributing employer, we may be required to pay to the plan an amount (referred to as a withdrawal liability) based on the underfunded status of the plan and on our historical participation in the plan prior to the cessation of our obligation to contribute.

Further information on the multiemployer plans we participated in during the years ended December 31, 2024, 2023 and 2022 is as follows:

(1) In 2022, we completely withdrew from this pension fund.

(2)Under the Multiemployer Pension Reform Act of 2014, the status of this pension fund was critical and declining, as defined under such Act. As of January 1, 2023, the pension fund actuary had projected insolvency for this pension fund in 2026. In August 2023, this pension fund received $788 million in taxpayer assistance under the American Rescue Plan Act of 2021, and, therefore, insolvency for this pension fund should be delayed.

(3) The applicable collective bargaining agreements related to this pension fund expire at various times through October 15, 2027. Although this pension fund was formally certified in the yellow zone in 2019, the trustees of this pension fund elected voluntarily to place this pension fund in the red zone to take advantage of certain provisions of the Pension Protection Act even though this pension fund had a funded status of 84 percent,87 percent and 87 percent at the beginning of 2021, 2022 and 2023, respectively.

(4)The applicable collective bargaining agreements related to this pension plan expire at various times through June 30, 2026.

The “EIN/Pension Plan Number” column provides the Employer Identification Number and the three digit plan number assigned to a plan by the Internal Revenue Service. The most recent Pension Protection Act Zone Status available for 2024 and 2023 is for plan years that ended in 2023 and 2022, respectively. The zone status is based on information provided to us and other participating employers by each plan and is certified by the plan’s actuary. A plan in the “red” zone has been determined to be in “critical status,” based on criteria established under the Internal Revenue Code of 1986, as amended (the “Code”), and is generally less than 65 percent funded. A plan in the "green zone" is at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates whether a rehabilitation plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the 2024 plan year. The “Surcharge Imposed” column indicates whether our contribution rate for 2024 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status” in accordance with the requirements of the Code.

Our contributions to the IAM National Pension Fund and the Western Conference of Teamsters Pension Plan were less than five percent of total contributions made by all employers to these plans, as reported by these plans for the year ended December 31, 2023, the most recent plan year available. We do not expect our contributions to the IAM National Pension Fund and the Western Conference of Teamsters Pension Plan for the year ended December 31, 2025 to be significantly different from our contributions for the year ended December 31, 2024.

DEFINED CONTRIBUTION PLANS

We also sponsor defined contribution plans covering certain employees. Our contributions to these plans are based upon employee contributions and operating profitability. Contributions charged to expense for these plans for the years ended December 31, 2024, 2023 and 2022 were $14.9 million, $16.4 million and $15.4 million, respectively.

PLAN ASSETS

INVESTMENT STRATEGY

In 2023, we changed our investment allocations to a liability driven investment strategy that more closely matches plan assets with plan liabilities primarily using long duration fixed income securities. As of December 31, 2024, approximately 83 percent of our plan assets were held in a designated liability-hedging oriented portfolio focused on holding fixed income securities (generally investment grade), and approximately 17 percent of our plan assets were held in a designated growth oriented portfolio focused on holding an allocation of mutual funds and exchange traded funds broadly characterized as a 60 percent/40 percent allocation between equity and fixed income securities.

We attempt to mitigate investment risk by reviewing our investment portfolio on at least a quarterly basis, with assets re-allocated as required to adhere to our target allocations.

The weighted average asset allocation for our pension plans at December 31, 2024 and 2023 and target allocation for 2024 were as follows:

FAIR VALUE MEASUREMENTS

As of December 31, 2024 and 2023, (i) our plan assets classified as fixed income securities were primarily invested in individual corporate bonds and notes and in U.S. government issued securities; (ii) our plan assets classified as equity securities were primarily invested in mutual funds and exchange traded funds; and (iii) our plan assets classified as cash and cash equivalents were primarily invested in short term investment funds which included investments in cash, bank notes, corporate notes, government bills and various short-term fixed income instruments. As of December 31, 2024 and 2023, $220.9 million and $267.8 million, respectively, of our plan assets were classified within Level 1 of the fair value hierarchy (as described in Note 10) and $548.7 million and $539.2 million, respectively, were classified as Level 2 of the fair value hierarchy.

The fair value of our plan assets by asset category consisted of the following at December 31:

CONCENTRATIONS OF CREDIT RISK

As of December 31, 2024 and 2023, our plan assets were under the management ofthree investment management companies. No individual investment exceeded ten percent of our total plan assets.

EXPECTED CONTRIBUTIONS

Based on current legislation, there are no significant minimum required contributions to our pension benefit plans in 2024. In addition, based on the current funded status of our domestic pension benefit plans we do not expect to make significant contributions to these plans in 2025. However, this estimate may change based on regulatory changes and actual plan asset returns.

NOTE 14. INCOME TAXES

Income before income taxes was taxed in the following jurisdictions in each of the years ended December 31:

The components of the provision (benefit) for income taxes were as follows:

The provision for income taxes varied from income taxes computed at the statutory U.S. federal income tax rate as a result of the following:

Deferred income taxes reflect the net tax effect of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Significant components of our deferred tax assets and liabilities at December 31 were as follows:

At December 31, 2024, the net deferred tax liability in our Consolidated Balance Sheets was comprised of long-term deferred tax assets of $11.1 million and long-term deferred tax liabilities of $505.6 million. At December 31, 2023, the net deferred tax liability in our Consolidated Balance Sheets was comprised of long-term deferred tax assets of $12.5 million and long-term deferred tax liabilities of $433.7 million. Long-term deferred tax assets were classified as other assets, net in our Consolidated Balance Sheets.

The valuation allowance in 2024 includes deferred tax assets of $91.3 million resulting from state and foreign net operating loss carryforwards, or NOLs. The valuation allowance for deferred tax assets increased in 2024 by $45.8 million primarily due to acquired tax attributes related to Weener Packaging and an increase in the valuation allowance related to foreign NOLs.

At December 31, 2024, we had foreign NOLs of approximately $71.9 million that are available to offset future taxable income. Of that amount, approximately $11.8 million will expire from 2025 to 2037. The remaining portion has no expiration date. At December 31, 2024, we had state tax NOLs of approximately $12.3 million that are available to offset future taxable income and that will expire from 2025 to 2043.

We recognize accrued interest and penalties related to unrecognized taxes as additional income tax expense. At December 31, 2024 and 2023, we had $1.0 million and $1.8 million, respectively, accrued for potential interest and penalties.

The total amount of unrecognized tax benefits recorded in other liabilities as of December 31, 2024 and 2023 were $8.6 million and $13.5 million, respectively, excluding associated tax assets and including the federal tax benefit of state taxes, interest and penalties.

Tax assets associated with uncertain tax positions primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another jurisdiction. At each of December 31, 2024 and 2023, we had approximately $7.2 million in assets associated with uncertain tax positions recorded in other assets, net in our Consolidated Balance Sheets.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits included as other liabilities in our Consolidated Balance Sheets was as follows:

The total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, at December 31, 2024 and 2023 were $12.9 million and $16.7 million, respectively.

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. We expect the Internal Revenue Service, or IRS, will complete its review of the 2023 tax year with no change to our filed tax return. We have been accepted into the Compliance Assurance Program for the 2024 tax year which provides for the review by the IRS of tax matters relating to our tax return prior to filing. We are subject to examination by state and local tax authorities generally for the period mandated by statute, with the exception of states where waivers of the statute of limitations have been executed. The earliest open period for a state audit is 2018. Our foreign subsidiaries are generally not subject to examination by tax authorities for periods before 2012, and we have contractual indemnities with third parties with respect to open periods that predate our ownership of certain foreign subsidiaries. Subsequent periods may be examined by the relevant tax authorities. In the next twelve months, it is reasonably possible that our reserve for unrecognized tax benefits will decrease by approximately $0.4 million primarily related to tax attributes acquired from and expenses related to certain acquisitions, as we anticipate the expiration of the applicable statute of limitations with respect to certain tax matters.

For certain of our foreign subsidiaries where we expect to be indefinitely reinvested, we estimate that the unremitted earnings as of December 31, 2024 are approximately $100.7 million. The amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings is estimated to be approximately $5.8 million.

NOTE 15. STOCK-BASED COMPENSATION

The Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan, or the Plan, provides for awards of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to our officers, other key employees and outside directors. Prior to the Plan, we had a previous stock-based compensation plan which expired, but under which restricted stock units and performance awards granted prior to such expiration remain outstanding pursuant to their terms.

Shares of our common stock issued under the Plan shall be authorized but unissued shares or treasury shares. The maximum aggregate number of shares of our common stock that may be issued in connection with stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards under the Plan shall not exceed 3,410,184 shares. Each award of stock options or stock appreciation rights under the Plan will reduce the number of shares of our common stock available for future issuance under the Plan by the number of shares of our common stock subject to the award. Each award of restricted stock or restricted stock units under the Plan, in contrast, will reduce the number of shares of our common stock available for future issuance under the Plan bytwo shares for every one restricted share or restricted stock unit awarded. As of December 31, 2024,2,563,182 shares were available to be awarded under the Plan.

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Stock-based compensation expense for the years ended December 31, 2024, 2023 and 2022 recorded in selling, general and administrative expenses was $15.5 million, $15.6 million and $16.8 million, respectively.

RESTRICTED STOCK UNITS

Restricted stock units issued are generally accounted for as fixed grants and, accordingly, the fair value at the grant date is being amortized ratably over the respective vesting period. The maximum contractual vesting period for restricted stock units outstanding at December 31, 2024 isfive years. Unvested restricted stock units may not be disposed of or transferred during the vesting period. Restricted stock units carry with them the right to receive, upon vesting, dividend equivalents.

The table below summarizes restricted stock unit activity for the year ended December 31, 2024:

The weighted average grant date fair value of restricted stock units granted during 2023 and 2022 was $46.12 and $41.61, respectively. The fair value of restricted stock units released during the years ended December 31, 2024, 2023 and 2022 was $20.7 million, $25.7 million and $32.2 million, respectively.

As of December 31, 2024, there was approximately $31.8 million of total unrecognized compensation expense related to restricted stock units. This cost is expected to be recognized over a weighted average period of 2.0 years.

NOTE 16. CAPITAL STOCK

CAPITAL STOCK

At December 31, 2024, our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value of $0.01 per share.

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. Pursuant to this authorization, we didnot repurchase any of our shares of common stock in 2024. In 2023, we repurchased a total of 3,893,098 shares of our common stock at an average price per share of $44.86, for a total purchase price of $174.6 million. In 2022, we repurchased a total of 786,235 shares of our common stock at an average price per share of $40.80, for a total purchase price of $32.1 million, pursuant to this authorization. As of December 31, 2024, we had approximately $93.3 million remaining for the repurchase of our common stock under this authorization.

In 2024, 2023 and 2022, we issued 470,788 treasury shares,490,242 treasury shares and 765,917 treasury shares, respectively, at an average cost of $3.19 per share each year for restricted stock units that vested during these years. In 2024, 2023 and 2022, we repurchased 176,093 shares,176,196 shares and 310,904 shares of our common stock, respectively, at an average cost of $43.92 per share, $52.62 per share and $41.92 per share, respectively, in accordance with our stock-based compensation plans to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested.

We account for treasury shares using the FIFO cost method. As of December 31, 2024,68,317,846 shares of our common stock were held in treasury.

NOTE 17. EARNINGS PER SHARE

The components of the calculation of earnings per share were as follows:

NOTE 18. BUSINESS SEGMENT INFORMATION

We are engaged in the packaging industry and report our results inthree segments, which are our reportable segments: dispensing and specialty closures; metal containers; and custom containers. The dispensing and specialty closures segment manufactures an extensive range of dispensing systems and specialty closures for fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products. The metal containers segment manufactures steel and aluminum containers for pet and human food and general line products. The custom containers segment manufactures custom designed plastic containers for pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive products. These segments are strategic business operations that are managed separately to maximize the production, technology and marketing of their packaging product. This is consistent with how our chief operating decision maker, who is our Chief Executive Officer and President, allocates resources and makes decisions. Our dispensing and specialty closures segment operates in North and South America, Europe and Asia. Our metal containers segment operates primarily in North America and Europe. Our custom containers segment operates in North America. The accounting policies of the business segments are the same as those described in Note 1.

Our chief operating decision maker 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. Adjusted EBIT is defined as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans, rationalization charges, the impact from charges for the write-up of acquired inventory required under purchase accounting, the charge for the European Commission settlement 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 for each of the past three years is as follows:

(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, the impact from charges for the write-up of acquired inventory, the charge for the European Commission settlement, and costs attributed to announced acquisitions.

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

Total segment assets at December 31 are reconciled to total assets as follows:

Financial information relating to our operations by geographic area is as follows:

Net sales are attributed to the country from which the product was manufactured and shipped.

Sales of our metal containers segment to Nestlé S.A. accounted for 11.6 percent,11.2 percent and 11.4 percent of our consolidated net sales in 2024, 2023 and 2022, respectively.

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.