SILGAN HOLDINGS INC

Previous wording

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:

Current wording

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:

Previous wording

Summary unaudited results of operations for the three months ended March 31 are provided below.

Current wording

Summary unaudited results of operations for the periods presented are provided below.

Previous wording

Net Sales. In the first quarter of 2025, consolidated net sales were $1.47 billion, an increase of $149.7 million, or 11.4 percent, as compared to the first quarter of 2024 primarily due to the inclusion of net sales from Weener Packaging, higher organic volumes across all segments and the pass through of higher raw material costs in the metal containers and custom containers segments, partially offset by the impact from unfavorable foreign currency translation of approximately $16 million.

Current wording

Net Sales. In the second quarter of 2025, consolidated net sales were $1.5 billion, an increase of $157.8 million, or 11.4 percent, as compared to the second 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 dispensing products, the pass through of higher raw material and other manufacturing costs in the metal containers segment and the impact from favorable foreign currency translation of approximately $13.0 million, partially offset by lower unit volumes of specialty

Previous wording

Gross Profit. Gross profit margin increased 1.4 percentage points to 18.4 percent in the first quarter of 2025 as compared to the same period in 2024 primarily for the reasons discussed below in "Income before Interest and Income Taxes."

Current wording

Gross Profit. Gross profit margin increased 0.9 percentage points to 19.4 percent in the second quarter of 2025 as compared to the same period in 2024 and increased 1.1 percentage points to 18.9 percent in the first six months of 2025 as compared to the same periods in 2024 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Previous wording

Selling, General and Administrative Expenses. In the first quarter of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 8.8 percent as compared to 7.6 percent in the first quarter of 2024. For the first quarter of 2025, selling, general and administrative expenses increased $28.6 million to $129.1 million as compared to the first quarter of 2024. The increase in selling, general and administrative expenses was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging and higher expenses for corporate development activities.

Current wording

Selling, General and Administrative Expenses. In the second quarter of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.9 percent as compared to 7.8 percent in the second quarter of 2024. For the second quarter of 2025, selling, general and administrative expenses increased $14.1 million to $121.8 million as compared to the second quarter of 2024. In the first six months of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 8.3 percent as compared to 7.7 percent in the first six months of 2024. In the first six months of 2025, selling, general and administrative expenses increased $42.7 million to $250.9 million as compared to the first six months of 2024. The increase in selling, general and administrative expenses for each of the second quarter and the first six months of 2025 was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging and higher expenses for corporate development activities.

Previous wording

Income before Interest and Income Taxes. In the first quarter of 2025, income before interest and income taxes increased by $18.8 million to $130.5 million as compared to $111.7 million in the first quarter of 2024, and margins increased to 8.9 percent from 8.5 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 and improved manufacturing productivity and cost performance and higher organic volumes across all segments. Rationalization charges were $11.0 million and $11.7 million in the first quarters of 2025 and 2024, respectively. Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Current wording

Income before Interest and Income Taxes. In the second quarter of 2025, income before interest and income taxes increased by $25.7 million to $167.5 million as compared to $141.8 million in the second quarter of 2024, and margins increased to 10.9 percent from 10.3 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 and higher organic unit volumes of dispensing products in the dispensing and specialty closures segment, partially offset by a less favorable mix of products sold in the metal containers segment and a decline in unit volumes for specialty closures in the dispensing and specialty closures segment. Rationalization charges were $9.9 million and $6.9 million in the second quarters of 2025 and 2024, respectively. Costs attributed to announced acquisitions were $5.5 million in the second quarter of 2024.

Previous wording

Interest and Other Debt Expense. In the first quarter of 2025, interest and other debt expense increased $4.3 million to $42.9 million as compared to $38.6 million in the first quarter of 2024. The increase was primarily due to higher average borrowings during the current year period related to the Weener Packaging acquisition completed in October 2024.

Current wording

Interest and Other Debt Expense. In the second quarter of 2025, interest and other debt expense increased $7.4 million to $48.7 million as compared to $41.3 million in the second quarter of 2024. In the first six months of 2025, interest and other debt expense increased $11.6 million to $91.6 million as compared to $80.0 million in the first six months of 2024. The increases in interest and other debt expense in both the second quarter and first six 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.

Previous wording

Provision for Income Taxes. For the first quarters of 2025 and 2024, the effective tax rates were 23.8 percent and 24.5 percent, respectively.

Current wording

Provision for Income Taxes. For the second quarters of 2025 and 2024, the effective tax rates were 25.6 percent and 24.3 percent, respectively. For the first six months of 2025 and 2024, the effective tax rates were 24.8 percent and 24.4 percent, respectively. The increase in the effective tax rate in the second quarter of 2025 was primarily due to changes in the geographic mix of profit in the current year period as compared to the prior year period.

Previous wording

A reconciliation of such non-GAAP financial measures for the three months ended March 31 is provided below:

Current wording

A reconciliation of such non-GAAP financial measures for the periods presented is provided below:

Previous wording

In the first quarter of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $21.4 million as compared to the first quarter of 2024, and adjusted EBIT margin increased to 14.8 percent from 14.5 percent over the same periods. The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging, improved manufacturing productivity and cost performance, higher organic unit volumes and a more favorable mix of products sold, partially offset by the unfavorable impact of foreign currency.

Current wording

In the first six months of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $36.6 million as compared to the first six months of 2024, while adjusted EBIT margin decreased to 15.1 percent from 15.5 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 and the unfavorable impact of foreign currency.

Previous wording

In the first quarter of 2025, net sales for the metal containers segment increased $11.3 million, or 1.8 percent, as compared to the first quarter of 2024. This increase was primarily the result of higher unit volumes of approximately four percent and the pass through of higher raw material costs, partially offset by a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $2.0 million. The increase in unit volumes was primarily due to higher volumes for pet food and soup markets.

Current wording

In the first six months of 2025, net sales for the metal containers segment increased $36.6 million, or 2.9 percent, as compared to the first six 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 two percent and the impact of favorable foreign currency translation of approximately $3.0 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.

Previous wording

In the first quarter of 2025, adjusted EBIT of the metal containers segment increased $4.6 million as compared to the first quarter of 2024, and adjusted EBIT margin increased to 7.9 percent from 7.3 percent for the same periods. The increase in adjusted EBIT was primarily due to improved manufacturing productivity and cost performance and higher unit volumes, partially offset by a less favorable mix of products sold due to higher unit volumes of smaller cans for pet food markets.

Current wording

In the second quarter of 2025, adjusted EBIT of the metal containers segment increased $12.3 million as compared to the second quarter of 2024, and adjusted EBIT margin increased to 10.5 percent from 9.0 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, partially offset by a less favorable mix of products sold due to higher unit volumes of smaller cans for pet food markets.

Previous wording

In the first quarter of 2025, net sales for the custom containers segment increased $3.2 million, or 2.0 percent, as compared to the first quarter of 2024. This increase was principally due to higher volumes of approximately two percent primarily driven by new business awards and the pass through of higher raw material costs, partially offset by the impact of unfavorable foreign currency translation of approximately $2.0 million.

Current wording

In the first six months of 2025, net sales for the custom containers segment decreased $1.2 million, or 0.4 percent, as compared to the first six months of 2024. This decrease was principally due to unfavorable foreign currency translation of approximately $2.0 million, partially offset by the pass through of higher raw material costs.

Previous wording

In the first quarter of 2025, adjusted EBIT of the custom containers segment increased $4.4 million as compared to the first quarter of 2024, and adjusted EBIT margin increased to 14.7 percent from 12.3 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance and higher volumes.

Current wording

In the second quarter of 2025, adjusted EBIT of the custom containers segment increased $2.4 million as compared to the second quarter of 2024, and adjusted EBIT margin increased to 15.5 percent from 13.6 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance.

Previous wording

For the three months ended March 31, 2025, we used net borrowings of revolving loans of $1.1 billion, cash and cash equivalents of $469.9 million and the positive effect of exchange rate changes on cash and cash equivalents of $13.0 million to fund the repayment of long-term debt of $706.3 million, cash used in operations of $683.4 million, decreases in outstanding checks of $85.0 million, net capital expenditures and other investing activities of $82.5 million, dividends paid on our common stock of $21.9 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $1.3 million.

Current wording

For the six months ended June 30, 2025, we used net borrowings of revolving loans of $1.4 billion, cash and cash equivalents of $505.4 million and the positive effect of exchange rate changes on cash and cash equivalents of $31.4 million to fund cash used in operations of $904.9 million, the repayment of long-term debt of $706.3 million, net capital expenditures and other investing activities of $145.8 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $43.4 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $2.4 million.

Previous wording

For the three months ended March 31, 2024, we used net borrowings of revolving loans of $582.4 million and cash and cash equivalents of $334.3 million to fund cash used in operations of $547.8 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 $72.5 million, dividends paid on our common stock of $21.1 million, repurchases of our common stock of $7.7 million, the repayment of principal amounts under finance leases of $0.3 million and the negative effect of exchange rate changes on cash and cash equivalents of $6.7 million.

Current wording

For the six months ended June 30, 2024, we used net borrowings of revolving loans of an aggregate of $664.0 million and cash and cash equivalents of $340.1 million to fund cash used in operations of $526.9 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 $128.4 million, dividends paid on our common stock of $41.5 million, the repayment of principal amounts under finance leases of $25.3 million, repurchases of our common stock of $7.7 million and the negative effect of exchange rate changes on cash and cash equivalents of $13.7 million.

Previous wording

At March 31, 2025, we had $1.1 billion 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 March 31, 2025 was $398.2 million.

Current wording

At June 30, 2025, we had $1.4 billion 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 June 30, 2025 was $118.3 million.

Previous wording

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

Current wording

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.

Previous wording

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 $262.9 million, $252.6 million and $303.7 million at March 31, 2025 and 2024 and December 31, 2024, respectively.

Current wording

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 $248.4 million, $251.0 million and $303.7 million at June 30, 2025 and 2024 and December 31, 2024, respectively.

Previous wording

The following summarized financial information relates to the Obligor Group as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 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 $2.2 billion and $2.1 billion as of March 31, 2025 and December 31, 2024, respectively, are not included in noncurrent assets in the table below.

Current wording

The following summarized financial information relates to the Obligor Group as of June 30, 2025 and December 31, 2024 and for the six months ended June 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 June 30, 2025 and December 31, 2024, respectively, are not included in noncurrent assets in the table below.

Previous wording

At March 31, 2025 and December 31, 2024, the Obligor Group held current receivables due from other subsidiary companies of $32.0 million and $33.0 million, respectively; long-term notes receivable due from other subsidiary companies of $1.1 billion in each of the periods; and current payables due to other subsidiary companies of $17.2 million and $19.0 million, respectively.

Current wording

At June 30, 2025 and December 31, 2024, the Obligor Group held current receivables due from other subsidiary companies of $28.6 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 $13.5 million and $19.0 million, respectively.

Previous wording

For the three months ended March 31, 2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $37.5 million. For the three months ended March 31, 2025, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $16.0 million; net credits from such other subsidiary companies of $5.9 million; and net interest income from such other subsidiary companies of $12.7 million. For the three months ended March 31, 2025, the Obligor Group did not receive dividends from other subsidiary companies.

Current wording

For the six months ended June 30, 2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $83.9 million. For the six months ended June 30, 2025, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $30.9 million; net credits from such other subsidiary companies of $12.0 million; and net interest income from such other subsidiary companies of $25.8 million. For the six months ended June 30, 2025, the Obligor Group did not receive dividends from other subsidiary companies.

Previous wording

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 $3.5 million and $11.8 million for the three months ended March 31, 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 $15.9 million and $20.3 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

Current wording

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 $8.0 million and $21.1 million for the six months ended June 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 $16.1 million and $21.6 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

Previous wording

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report.

Current wording

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 included elsewhere in this Quarterly Report.