SILGAN HOLDINGS INC

Previous wording

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

Current 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:

Previous wording

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

Current wording

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

Previous wording

In the first nine months of 2025, consolidated net sales were $5.01 billion, an increase of $571.0 million, or 12.9 percent, as compared to the first nine months of 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products, the pass through of higher raw material and other manufacturing costs and higher unit volumes in the metal containers segment, the pass through of higher raw material costs in the custom containers segment and the impact of favorable foreign currency translation of approximately $18.0 million. These increases were partially offset by a less favorable mix of products sold in the metal containers and custom containers segments and lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment.

Current wording

Net Sales. In the first quarter of 2026, consolidated net sales were $1.56 billion, an increase of $94.6 million, or 6.4 percent, as compared to the first quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs in the dispensing and specialty closures and metal containers segments, the impact from favorable foreign currency translation of approximately $47.0 million and higher unit volumes in the metal containers segment, partially offset by lower volumes in the dispensing and specialty closures and the custom containers segments and a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments.

Previous wording

Gross Profit. Gross profit margin decreased 0.5 percentage points to 16.3 percent in the third quarter of 2025 as compared to the same period in 2024 and increased 0.5 percentage points to 17.9 percent in the first nine months of 2025 as compared to the same periods in 2024 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Current wording

Gross Profit. Gross profit margin decreased 1.4 percentage points to 17.0 percent in the first quarter of 2026 as compared to the same period in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Previous wording

Selling, General and Administrative Expenses. In the third quarter of 2025, selling, general and administrative expenses as a percentage of consolidated net sales remained constant at 6.1 percent as compared to the third quarter of 2024. For the third quarter of 2025, selling, general and administrative expenses increased $15.8 million to $122.2 million as compared to the third quarter of 2024. In the first nine months of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.4 percent as compared to 7.1 percent in the first nine months of 2024. In the first nine months of 2025, selling, general and administrative expenses increased $58.5 million to $373.1 million as compared to the first nine months of 2024. The increase in selling, general and administrative expenses for each of the third quarter and the first nine months of 2025 was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging, partially offset by lower costs attributed to announced acquisitions.

Current wording

Selling, General and Administrative Expenses. In the first quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.4 percent as compared to 8.8 percent in the first quarter of 2025. For the first quarter of 2026, selling, general and administrative expenses increased $2.1 million to $131.2 million as compared to the first quarter of 2025.

Previous wording

Income before Interest and Income Taxes. In the third quarter of 2025, income before interest and income taxes increased by $31.4 million to $198.7 million as compared to $167.3 million in the third quarter of 2024, and margins increased to 9.9 percent from 9.6 percent over the same periods. The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, lower rationalization charges, a more favorable mix of products sold and higher unit volumes in the metal containers segment, lower costs attributed to announced acquisitions, improved manufacturing productivity and cost performance in the custom containers segment and higher organic unit volumes of high value dispensing products in the dispensing and specialty closures segment, partially offset by lower fixed cost absorption in the metal containers segment and a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment. Rationalization charges were $7.2 million and $19.5 million in the third quarters of 2025 and 2024, respectively. Costs attributed to announced acquisitions were $7.1 million in the third quarter of 2024.

Current wording

Income before Interest and Income Taxes. In the first quarter of 2026, income before interest and income taxes decreased by $3.9 million to $126.6 million as compared to $130.5 million in the first quarter of 2025, and margins decreased to 8.1 percent from 8.9 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of a less favorable mix of products sold and lower unit volumes in the dispensing and specialty closures segment, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, lower volumes in the custom containers segment and a less favorable mix of products sold in the metal containers segment, partially offset by the favorable impact of foreign currency, lower rationalization charges, higher unit volumes in the metal containers segment and lower costs attributed to announced acquisitions. Rationalization charges were $9.0 million and $11.0 million in the first quarters of 2026 and 2025, respectively. Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Previous wording

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Current wording

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Previous wording

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the on-going cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

Current wording

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. Additionally, other pension expense for closed facilities relate to former operations and former employees of the Company and are not indicative of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the on-going cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

Previous wording

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

Current wording

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

Previous wording

In the first nine months of 2025, net sales for the metal containers segment increased $172.2 million, or 7.5 percent, as compared to the first nine months of 2024. This increase was primarily the result of the pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately three percent and the impact of favorable foreign currency translation of approximately $11.0 million, partially offset by a less favorable mix of products sold. The increase in unit volumes was primarily due to higher volumes for pet food markets.

Current wording

In the first quarter of 2026, net sales for the metal containers segment increased $96.5 million, or 15.4 percent, as compared to the first quarter of 2025. This increase was primarily the result of the contractual 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 $9.0 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, which was partially offset by lower volumes for fruit and vegetable markets as a result of prebuy activity in the fourth quarter of 2025.

Previous wording

In the third quarter of 2025, adjusted EBIT of the metal containers segment decreased $1.3 million as compared to the third quarter of 2024, and adjusted EBIT margin decreased to 8.3 percent from 9.5 percent for the same periods. The decrease in adjusted EBIT was primarily due to lower fixed cost absorption, partially offset by a more favorable mix of products sold and higher unit volumes.

Current wording

In the first quarter of 2026, adjusted EBIT of the metal containers segment increased $0.2 million as compared to the first quarter of 2025, while adjusted EBIT margin decreased to 6.9 percent from 7.9 percent for the same periods. The increase in adjusted EBIT was primarily due to higher unit volumes, partially offset by a less favorable mix of products sold.

Previous wording

In the third quarter of 2025, net sales for the custom containers segment increased $1.3 million, or 0.8 percent, as compared to the third quarter of 2024. This increase was principally due to the pass through of higher raw material costs and a more favorable mix of products sold. Volumes were comparable to the prior year period, as volumes in the current year period were impacted by the exit of lower margin business as a result of footprint optimization plans.

Current wording

In the first quarter of 2026, net sales for the custom containers segment decreased $16.1 million, or 9.6 percent, as compared to the first quarter of 2025. This decrease was principally due to lower volumes of approximately eleven percent primarily from the exit of lower margin business in 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals and customer destocking activities in the current year quarter, partially offset by the impact of favorable foreign currency translation of approximately $1.0 million.

Previous wording

In the third quarter of 2025, adjusted EBIT of the custom containers segment increased $3.1 million as compared to the third quarter of 2024, and adjusted EBIT margin increased to 14.4 percent from 12.6 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance.

Current wording

In the first quarter of 2026, adjusted EBIT of the custom containers segment decreased $2.9 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.4 percent from 14.7 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes.

Previous wording

On March 15, 2025, we repaid all €650.0 million aggregate principal amount of our outstanding 3¼% Notes at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with Euro revolving loan borrowings under the Credit Agreement and cash on hand.

Current wording

On March 31, 2026, we repaid all $500.0 million aggregate principal amount of our outstanding 1.4% Notes at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of such redemption and satisfaction and discharge of the indenture for the 1.4% Notes (including the discharge of the guarantees therein of the 1.4% Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement), the guarantees of the 4⅛% Senior Notes, the 2¼% Senior Notes and the 4¼% Senior Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement were automatically released and discharged on March 31, 2026.

Previous wording

For the nine months ended September 30, 2025, we used proceeds from the issuance of the 4¼% Senior Notes of $703.6 million, net borrowings of revolving loans of $556.3 million, cash and cash equivalents of $433.7 million and the positive effect of exchange rate changes on cash and cash equivalents of $32.2 million to fund cash used in operations of $564.0 million, the repayment of long-term debt of $706.3 million, net capital expenditures and other investing activities of $227.3 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $64.8 million, repurchases of our

Current wording

For the three months ended March 31, 2026, we used net borrowings of revolving loans of $906.8 million, cash and cash equivalents of $645.2 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.5 million to fund cash used in operations of $799.6 million, the repayment of long-term debt of $542.5 million, decreases in outstanding checks of $97.4 million, net capital expenditures and other investing activities of $80.0 million, dividends paid on our common stock of $22.8 million, repurchases of our common stock of $7.8 million, debt issuance costs of $1.2 million and the repayment of principal amounts under finance leases of $1.2 million.

Previous wording

For the nine months ended September 30, 2024, we used net borrowings of revolving loans of $491.6 million and cash and cash equivalents of $274.4 million to fund cash used in operations of $213.9 million, decreases in outstanding checks of $160.6 million, the repayment of long-term debt of $100.0 million, net capital expenditures and other investing activities of $189.1 million, dividends paid on our common stock of $61.8 million, the repayment of principal amounts under finance leases of $27.3 million, repurchases of our common stock of $7.7 million and the negative effect of exchange rate changes on cash and cash equivalents of $5.6 million.

Current 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.

Previous wording

At September 30, 2025, we had $567.6 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at September 30, 2025 was $912.7 million.

Current wording

At March 31, 2026, we had $894.7 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at March 31, 2026 was $583.6 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 letters of credit, for other general corporate purposes including acquisitions, capital expenditures, dividends, stock repurchases and to refinance or repurchase other debt.

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 $600 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 $385.8 million, $284.2 million and $303.7 million at September 30, 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 $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively.

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 $15.5 million and $31.2 million for the nine months ended September 30, 2025 and 2024, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $16.0 million and $20.7 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

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 $7.2 million and $3.5 million for the three months ended March 31, 2026 and 2025, 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 $18.1 million and $38.1 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 $0.7 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 and nine months ended September 30, 2025 included elsewhere in this Quarterly Report.

Current wording

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2026 included elsewhere in this Quarterly Report.