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 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.

Current wording

In the first six months of 2026, consolidated net sales were $3.2 billion, an increase of $198.7 million, or 6.6 percent, as compared to the first six months of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs, the impact from favorable foreign currency translation of approximately $62.0 million, higher unit volumes in the metal containers segment and a more favorable mix of products sold in the custom containers segment, partially offset by a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments and lower volumes in the dispensing and specialty closures and custom containers segments.

Previous 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".

Current wording

Gross Profit. Gross profit margin decreased 1.5 percentage points to 17.9 percent in the second quarter of 2026 as compared to the same period in 2025 and decreased 1.4 percentage points to 17.5 percent in the first six months of 2026 as compared to the same periods in 2025 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 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.

Current wording

Selling, General and Administrative Expenses. In the second quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 7.7 percent as compared to 7.9 percent in the second quarter of 2025. For the second quarter of 2026, selling, general and administrative expenses increased $5.0 million to $126.8 million as compared to the second quarter of 2025. In the first six months of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.1 percent as compared to 8.3 percent in the first six months of 2025. In the first six months of 2026, selling, general and administrative expenses increased $7.1 million to $258.0 million as compared to the first six months of 2025. The increase in selling, general and administrative expenses for each of the second quarter and the first six months of 2026 was primarily due to the impact of higher foreign currency exchange rates and higher expenses for corporate development activities.

Previous 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.

Current wording

In the first six months of 2026, income before interest and income taxes decreased by $20.5 million to $277.6 million as compared to $298.1 million in the first six months of 2025, and margins decreased to 8.7 percent from 9.9 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 in the dispensing and specialty closures and metal containers segments, lower volumes in the dispensing and specialty closures and custom containers segments, higher rationalization charges, higher expenses for corporate development activities, and the benefit in the prior year period from the sell through of lower cost inventory and the adverse impact in the current year period from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency, higher unit volumes in the metal containers segment and a more favorable mix of products sold in the custom containers segment. Rationalization charges were $27.2 million and $20.8 million in the first six month of 2026 and 2025, respectively.

Previous wording

Interest and Other Debt Expense. In the first quarter of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $1.5 million to $41.4 million as compared to $42.9 million in the first quarter of 2025. The decrease was primarily due to lower weighted average interest rates during the current year period.

Current wording

Interest and Other Debt Expense. In the second quarter of 2026, interest and other debt expense decreased $1.6 million to $47.1 million as compared to $48.7 million in the second quarter of 2025. In the first six months of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $3.1 million to $88.5 million as compared to $91.6 million in the first six months of 2025. The decrease in the second quarter of 2026 was primarily due to lower average outstanding debt borrowings in the current year period as compared to the prior year period. The decrease in the first six months of 2026 was primarily due to lower weighted average interest rates during the current year period as compared to the prior year period.

Previous wording

Provision for Income Taxes. For the first quarters of 2026 and 2025, the effective tax rates were 26.5 percent and 23.8 percent, respectively. The increase in the effective tax rate in the first quarter of 2026 was primarily due to changes in the geographic mix of profit in the current year period as compared to the prior year period.

Current wording

Provision for Income Taxes. For the second quarters of 2026 and 2025, the effective tax rates were 28.1 percent and 25.6 percent, respectively. For the first six months of 2026 and 2025, the effective tax rates were 27.4 percent and 24.8 percent, respectively. The increase in the effective tax rates in the second quarter and first six months of 2026 was primarily due to changes in the geographic mix of profit in the current year periods as compared to the prior year periods.

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 2026, net sales for the dispensing and specialty closures segment increased $14.2 million, or 2.1 percent, as compared to the first quarter of 2025. This increase was primarily the result of the impact of favorable foreign currency translation of approximately $37.0 million and the contractual pass through of higher raw material and other costs, partially offset by lower unit volumes of three percent and a less favorable mix of products sold. Volumes and mix of products sold in the quarter were affected in part by production impacts from severe weather in the first quarter.

Current wording

In the first six months of 2026, net sales for the dispensing and specialty closures segment increased $25.9 million, or 1.9 percent, as compared to the first six months of 2025. This increase was primarily the result of favorable foreign currency translation of approximately $50.0 million and the pass through of higher raw material and other costs, partially offset by lower unit volumes of approximately two percent and a less favorable mix of products sold predominantly in Brazil and as a result of production impacts due to severe weather in the first quarter of 2026.

Previous 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.

Current wording

In the second quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $0.3 million as compared to the second quarter of 2025, and adjusted EBIT margin decreased to 15.1 percent from 15.4 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold and lower unit volumes, partially offset by the favorable impact of foreign currency.

Previous wording

In the first quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.1 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.0 percent from 14.8 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, lower volumes, 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, partially offset by the favorable impact of foreign currency.

Current wording

In the first six months of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.4 million as compared to the first six months of 2025, and adjusted EBIT margin decreased to 14.6 percent from 15.1 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, lower unit volumes, and the benefit in the prior year period from the sell through of lower cost inventory and the adverse impact in the current year period from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency.

Previous 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.

Current wording

In the second quarter of 2026, net sales for the metal containers segment increased $87.8 million, or 13.0 percent, as compared to the second quarter of 2025. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs and the impact of favorable foreign currency translation of approximately $2.0 million, partially offset by a less favorable mix of products sold. Unit volumes were comparable to the prior year period with higher volumes for pet food markets offset by lower volumes for fruit and vegetable markets as a result of more normal seasonal order patterns and soup markets.

Previous 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.

Current wording

In the first six months of 2026, net sales for the custom containers segment decreased $11.5 million, or 3.5 percent, as compared to the first six months of 2025. This decrease was principally due to lower volumes of approximately seven percent primarily from the exit of lower margin business in late 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals, partially offset by the pass through of higher raw material and other manufacturing costs, a more favorable mix of products sold and the impact of favorable foreign currency translation of approximately $1.0 million.

Previous 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.

Current wording

In the first six months of 2026, adjusted EBIT of the custom containers segment decreased $0.6 million as compared to the first six months of 2025, while adjusted EBIT margin increased to 15.5 percent from 15.1 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes, partially offset by a more favorable mix of products sold including as a result of the benefit of previously announced cost reductions in the current year period.

Previous wording

On March 6, 2026, we entered into the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). Effective with the Sixth Amendment, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement) was 1.25 percent, and the margin for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based upon our Total Net Leverage Ratio (as defined in the Credit Agreement) as provided in the Credit Agreement. The range for the applicable margin for term loans will be 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans.

Current wording

On March 6, 2026, we entered into the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). In accordance with the Credit Agreement, the applicable margin for term loans is reset quarterly using the interest rate margin grid for term loans based on our Total Net Leverage Ratio (as defined in the Credit Agreement), and the range for the applicable margin for term loans is 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement).

Previous 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.

Current wording

For the six months ended June 30, 2026, we used net borrowings of revolving loans of $1.1 billion, cash and cash equivalents of $729.1 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.7 million to fund cash used in operations of $993.9 million, the repayment of long-term debt of $542.5 million, net capital expenditures and other investing activities of $141.7 million, decreases in outstanding checks of $97.4 million, dividends paid on our common stock of $45.1 million, repurchases of our common stock of $7.8 million, the repayment of principal amounts under finance leases of $1.9 million and debt issuance costs of $1.4 million.

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

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.

Current wording

At June 30, 2026, we had $1.1 billion of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit of $21.7 million, the available portion of revolving loans under the Credit Agreement at June 30, 2026 was $402.4 million.

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 $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, 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

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 $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.

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 $20.8 million and $8.0 million for the six months ended June 30, 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 $14.1 million and $32.6 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 $0.7 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 months ended March 31, 2026 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, 2026 included elsewhere in this Quarterly Report.