[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2024 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2024 and 2023, covering balance sheets, income, comprehensive income, cash flows, and stockholders' equity, alongside detailed notes on accounting policies, revenue, debt, and other financial aspects [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time | Metric | March 31, 2024 (unaudited, Dollars in thousands) | March 31, 2023 (unaudited, Dollars in thousands) | Dec. 31, 2023 (Dollars in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :----------------------------------- | | **Assets** | | | | | Cash and cash equivalents | $308,641 | $501,060 | $642,923 | | Total current assets | 2,376,371 | 2,625,009 | 2,348,982 | | Total assets | $7,574,255 | $7,861,722 | $7,611,236 | | **Liabilities and Stockholders' Equity** | | | | | Total current liabilities | 2,289,477 | 1,844,115 | 2,311,856 | | Long-term debt | 2,534,504 | 3,370,346 | 2,546,451 | | Total stockholders' equity | 1,899,846 | 1,781,290 | 1,889,358 | | Total liabilities and stockholders' equity | $7,574,255 | $7,861,722 | $7,611,236 | [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This statement details the company's revenues, expenses, and net income over the reporting period | Metric | Three months ended March 31, 2024 (Dollars in thousands) | Three months ended March 31, 2023 (Dollars in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net sales | $1,317,038 | $1,418,281 | | Gross profit | 223,479 | 237,965 | | Income before interest and income taxes | 111,719 | 131,228 | | Net income | $55,164 | $72,029 | | Basic net income per share | $0.52 | $0.65 | | Diluted net income per share | $0.52 | $0.65 | - Net sales decreased by **$101.3 million** (7.1%) from **$1,418.3 million** in Q1 2023 to **$1,317.0 million** in Q1 2024[11](index=11&type=chunk) - Net income decreased by **$16.8 million** (23.4%) from **$72.0 million** in Q1 2023 to **$55.2 million** in Q1 2024[11](index=11&type=chunk) - Diluted EPS decreased by **$0.13** (20%) from **$0.65** in Q1 2023 to **$0.52** in Q1 2024[11](index=11&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This statement presents net income and other comprehensive income or loss, reflecting changes in equity from non-owner sources | Metric | Three months ended March 31, 2024 (Dollars in thousands) | Three months ended March 31, 2023 (Dollars in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net income | $55,164 | $72,029 | | Other comprehensive (loss) income | (20,629) | 20,740 | | Comprehensive income | $34,535 | $92,769 | - Comprehensive income decreased significantly from **$92.8 million** in Q1 2023 to **$34.5 million** in Q1 2024, primarily due to a foreign currency translation loss of **$(24.5) million** in 2024 compared to a gain of **$19.7 million** in 2023[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes cash inflows and outflows from operating, investing, and financing activities | Metric | Three months ended March 31, 2024 (Dollars in thousands) | Three months ended March 31, 2023 (Dollars in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net cash (used in) operating activities | $(547,810) | $(631,774) | | Net cash (used in) investing activities | $(72,462) | $(66,991) | | Net cash provided by financing activities | $292,676 | $610,375 | | Net (decrease) in cash and cash equivalents | $(334,282) | $(84,562) | | Balance at end of period | $308,641 | $501,060 | - Net cash used in operating activities improved from **$(631.8) million** in Q1 2023 to **$(547.8) million** in Q1 2024[17](index=17&type=chunk) - Net cash provided by financing activities decreased substantially from **$610.4 million** in Q1 2023 to **$292.7 million** in Q1 2024[17](index=17&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement outlines changes in equity accounts, including common stock, retained earnings, and accumulated other comprehensive loss | Metric | March 31, 2024 | March 31, 2023 | | :-------------------------------- | :------------- | :------------- | | Common stock - shares outstanding (end of period) | 106,775 | 110,252 | | Retained earnings (end of period) | $3,242,914 | $3,013,104 | | Accumulated other comprehensive loss (end of period) | $(271,990) | $(324,570) | | Total stockholders' equity | $1,899,846 | $1,781,290 | | Dividends declared on common stock per share | $0.19 | $0.18 | - Total stockholders' equity increased to **$1,899.8 million** at March 31, 2024, from **$1,781.3 million** at March 31, 2023[19](index=19&type=chunk) - Dividends declared per common stock increased from **$0.18** in Q1 2023 to **$0.19** in Q1 2024[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the financial statements, clarifying accounting policies and specific financial items [Note 1. Significant Accounting Policies](index=8&type=section&id=Note%201.%20Significant%20Accounting%20Policies) This note describes the key accounting principles and methods used in preparing the financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions, not including all footnotes required for complete financial statements[20](index=20&type=chunk) - Management considers all adjustments (normal recurring accruals) necessary for fair presentation[20](index=20&type=chunk) [Note 2. Revenue](index=9&type=section&id=Note%202.%20Revenue) This note disaggregates revenue by segment and geography, detailing contract assets and revenue recognition policies | Segment | 2024 (Dollars in thousands) | 2023 (Dollars in thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Dispensing and Specialty Closures | $535,920 | $579,932 | | Metal Containers | 617,129 | 670,096 | | Custom Containers | 163,989 | 168,253 | | **Total Revenues** | **$1,317,038** | **$1,418,281** | | Geography | 2024 (Dollars in thousands) | 2023 (Dollars in thousands) | | :---------------- | :-------------------------- | :-------------------------- | | North America | $981,963 | $1,056,526 | | Europe and other | 335,075 | 361,755 | | **Total Revenues** | **$1,317,038** | **$1,418,281** | - Contract assets (unbilled accounts receivable) were **$97.2 million** at March 31, 2024, down from **$108.5 million** at March 31, 2023[23](index=23&type=chunk) [Note 3. Rationalization Charges](index=9&type=section&id=Note%203.%20Rationalization%20Charges) This note details charges related to restructuring and cost-reduction initiatives across business segments | Segment | 2024 (Dollars in thousands) | 2023 (Dollars in thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Dispensing and Specialty Closures | $6,557 | $114 | | Metal Containers | 3,584 | 3,903 | | Custom Containers | 1,550 | 104 | | **Total Rationalization Charges** | **$11,691** | **$4,121** | - Total rationalization charges increased significantly to **$11.7 million** in Q1 2024 from **$4.1 million** in Q1 2023, primarily driven by the Dispensing and Specialty Closures segment[24](index=24&type=chunk) - Rationalization reserves at March 31, 2024, totaled **$33.6 million**, with **$7.2 million** in accrued liabilities and **$26.4 million** in other liabilities[24](index=24&type=chunk) [Note 4. Accumulated Other Comprehensive Loss](index=10&type=section&id=Note%204.%20Accumulated%20Other%20Comprehensive%20Loss) This note explains changes in accumulated other comprehensive loss, including foreign currency translation adjustments and derivative fair values | Component | Dec. 31, 2023 (Dollars in thousands) | Other comprehensive loss (Dollars in thousands) | March 31, 2024 (Dollars in thousands) | | :-------------------------------- | :----------------------------------- | :-------------------------------------- | :------------------------------------ | | Unrecognized Net Defined Benefit Plan Costs | $(133,523) | $1,403 | $(132,120) | | Fair Value of Derivatives | $(216) | $2,425 | $2,209 | | Foreign Currency Translation | $(117,622) | $(24,457) | $(142,079) | | **Total Accumulated Other Comprehensive Loss** | **$(251,361)** | **$(20,629)** | **$(271,990)** | - Accumulated other comprehensive loss increased to **$(272.0) million** at March 31, 2024, from **$(251.4) million** at December 31, 2023, primarily due to foreign currency translation losses of **$(24.5) million**[26](index=26&type=chunk) - Foreign currency translation losses included **$(33.5) million** from foreign subsidiary financial statements, **$0.1 million** from intra-entity transactions, and **$11.6 million** from net investment hedges[28](index=28&type=chunk) [Note 5. Inventories](index=11&type=section&id=Note%205.%20Inventories) This note provides a breakdown of inventory components, including raw materials, work-in-process, and finished goods | Inventory Type | March 31, 2024 (Dollars in thousands) | March 31, 2023 (Dollars in thousands) | Dec. 31, 2023 (Dollars in thousands) | | :--------------- | :------------------------------------ | :------------------------------------ | :--------------------------------- | | Raw materials | $395,261 | $498,580 | $465,375 | | Work-in-process | 209,296 | 254,373 | 219,462 | | Finished goods | 652,724 | 630,233 | 556,737 | | Other | 17,341 | 16,205 | 16,616 | | LIFO adjustment | (317,382) | (344,312) | (317,382) | | **Total Inventories** | **$957,240** | **$1,055,079** | **$940,808** | - Total inventories decreased to **$957.2 million** at March 31, 2024, from **$1,055.1 million** at March 31, 2023, primarily due to a reduction in raw materials[30](index=30&type=chunk) [Note 6. Long-Term Debt](index=12&type=section&id=Note%206.%20Long-Term%20Debt) This note details the company's long-term debt obligations, including various senior notes and term loans | Debt Type | March 31, 2024 (Dollars in thousands) | March 31, 2023 (Dollars in thousands) | Dec. 31, 2023 (Dollars in thousands) | | :-------------------------- | :------------------------------------ | :------------------------------------ | :--------------------------------- | | Bank revolving loans | $580,000 | $755,000 | $0 | | U.S. term loans | 850,000 | 950,000 | 950,000 | | 3¼% Senior Notes | 702,000 | 706,160 | 717,990 | | 4⅛% Senior Notes | 600,000 | 600,000 | 600,000 | | 2¼% Senior Notes | 540,000 | 543,200 | 552,300 | | 1.4% Senior Secured Notes | 500,000 | 500,000 | 500,000 | | **Total debt - principal** | **$3,892,340** | **$4,171,250** | **$3,439,835** | | Less current portion | 1,345,851 | 784,795 | 880,315 | | **Long-term debt** | **$2,534,504** | **$3,370,346** | **$2,546,451** | - Current portion of long-term debt increased to **$1,345.9 million** at March 31, 2024, from **$784.8 million** at March 31, 2023, primarily due to **$702.0 million** of 3¼% Senior Notes due 2025 and **$580.0 million** of U.S. revolving loans[31](index=31&type=chunk) [Note 7. Financial Instruments](index=12&type=section&id=Note%207.%20Financial%20Instruments) This note describes the company's financial instruments, their fair value measurements, and risk management strategies | Financial Instrument | Carrying Amount (March 31, 2024, Dollars in thousands) | Fair Value (March 31, 2024, Dollars in thousands) | | :-------------------------- | :----------------------------------------------- | :------------------------------------------ | | Cash and cash equivalents | $308,641 | $308,641 | | Bank debt | $1,487,435 | $1,487,435 | | 3¼% Senior Notes | 702,000 | 695,415 | | 4⅛% Senior Notes | 599,469 | 567,708 | | 2¼% Senior Notes | 540,000 | 493,063 | | 1.4% Senior Secured Notes | 499,889 | 457,980 | - Fair value measurements are classified into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[33](index=33&type=chunk) - Cash and cash equivalents are measured using Level 1 inputs, while derivative instruments (interest rate and natural gas swaps) are measured using Level 2 inputs[34](index=34&type=chunk) - The company uses interest rate and natural gas swap agreements to manage exposure to interest rate and natural gas cost fluctuations, not for speculative purposes[37](index=37&type=chunk) - Foreign currency exchange rate risk is minimized through Euro-denominated borrowings for foreign acquisitions and internal hedging strategies, including net investment hedges[41](index=41&type=chunk) [Note 8. Commitments and Contingencies](index=14&type=section&id=Note%208.%20Commitments%20and%20Contingencies) This note outlines the company's legal proceedings, contractual commitments, and potential contingent liabilities - The company is involved in legal proceedings, contract disputes, and claims in the ordinary course of business but is not party to any pending legal proceedings that could have a material adverse effect on its business or financial condition[43](index=43&type=chunk) [Note 9. Supply Chain Finance Program](index=15&type=section&id=Note%209.%20Supply%20Chain%20Finance%20Program) This note explains the company's supply chain finance program and its impact on supplier receivables - The company has a supply chain finance (SCF) program with a major global financial institution, allowing qualifying suppliers to sell their receivables to the institution[44](index=44&type=chunk) - Suppliers' invoices included in the SCF program were **$252.6 million** at March 31, 2024, a decrease from **$318.4 million** at March 31, 2023[44](index=44&type=chunk) [Note 10. Retirement Benefits](index=15&type=section&id=Note%2010.%20Retirement%20Benefits) This note details the costs associated with the company's pension and other postretirement benefit plans | Component | 2024 (Dollars in thousands) | 2023 (Dollars in thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Net periodic pension benefit cost | $1,682 | $3,722 | | Net periodic other postretirement benefit cost (credit) | $83 | $(193) | - Net periodic pension benefit cost decreased to **$1.7 million** in Q1 2024 from **$3.7 million** in Q1 2023, primarily due to a higher expected return on plan assets[45](index=45&type=chunk) [Note 11. Income Taxes](index=16&type=section&id=Note%2011.%20Income%20Taxes) This note provides information on the company's income tax position, including effective tax rates and IRS reviews - The IRS completed its review of the 2022 tax year with no changes and the company has been accepted into the Compliance Assurance Program for 2023 and 2024[46](index=46&type=chunk) [Note 12. Treasury Stock](index=16&type=section&id=Note%2012.%20Treasury%20Stock) This note describes the company's treasury stock activities, including share repurchases and authorizations - As of March 31, 2024, approximately **$93.3 million** remained under the **$300.0 million** common stock repurchase authorization, which extends through December 31, 2026[47](index=47&type=chunk) - No shares were repurchased under this authorization during Q1 2024[47](index=47&type=chunk) - The company issued **449,998** treasury shares for vested restricted stock units and repurchased **174,819** shares to satisfy tax requirements in Q1 2024[48](index=48&type=chunk) [Note 13. Stock-Based Compensation](index=16&type=section&id=Note%2013.%20Stock-Based%20Compensation) This note details the company's stock-based compensation plans and related expenses - **460,600** restricted stock units were granted in Q1 2024 to officers and key employees, with a fair value of **$20.2 million**[50](index=50&type=chunk) [Note 14. Segment Information](index=17&type=section&id=Note%2014.%20Segment%20Information) This note provides financial data disaggregated by business segment, including net sales and adjusted EBIT | Segment | Net Sales (Q1 2024, Dollars in thousands) | Net Sales (Q1 2023, Dollars in thousands) | Adjusted EBIT (Q1 2024, Dollars in thousands) | Adjusted EBIT (Q1 2023, Dollars in thousands) | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Dispensing and Specialty Closures | $535,920 | $579,932 | $77,850 | $82,936 | | Metal Containers | 617,129 | 670,096 | 44,954 | 52,400 | | Custom Containers | 163,989 | 168,253 | 20,168 | 20,034 | | Corporate | — | — | (7,492) | (5,966) | | **Total** | **$1,317,038** | **$1,418,281** | **$135,480** | **$149,404** | - Total adjusted EBIT decreased to **$135.5 million** in Q1 2024 from **$149.4 million** in Q1 2023[54](index=54&type=chunk) - The Metal Containers segment and part of the Dispensing and Specialty Closures segment experience seasonality, with higher unit sales and disproportionate adjusted EBIT in the third quarter due to vegetable and fruit harvests[54](index=54&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operating results for Q1 2024, analyzing consolidated and segment performance, capital resources, and liquidity, including non-GAAP measures [General](index=18&type=section&id=General) This section introduces Silgan Holdings Inc. as a leading provider of rigid packaging solutions and outlines its strategic objectives - Silgan Holdings Inc. is a leading manufacturer and supplier of sustainable rigid packaging solutions for consumer goods, including dispensing and specialty closures, metal containers, and custom plastic containers[59](index=59&type=chunk) - The company aims to increase shareholder value through business growth, cost reduction, competitive positioning, and strategic acquisitions, with cash flow potentially used for debt repayment, share repurchases, or dividends if acquisition opportunities are limited[60](index=60&type=chunk) [Results of Operations](index=19&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's consolidated and segment-specific financial performance, including net sales, gross profit, and income before interest and taxes | Metric | Q1 2024 (% of Net Sales) | Q1 2023 (% of Net Sales) | | :-------------------------------- | :----------------------- | :----------------------- | | Net sales | 100.0 % | 100.0 % | | Cost of goods sold | 83.0 % | 83.2 % | | Gross profit | 17.0 % | 16.8 % | | Selling, general and administrative expenses | 7.6 % | 7.1 % | | Rationalization charges | 0.9 % | 0.3 % | | Income before interest and income taxes | 8.5 % | 9.3 % | | Net income | 4.2 % | 5.1 % | - Consolidated net sales decreased by **7.1%** to **$1.32 billion** in Q1 2024, primarily due to lower volumes across all segments, the pass-through of lower raw material costs in metal containers, and a less favorable product mix in dispensing and specialty closures[64](index=64&type=chunk) - Gross profit margin increased by **0.2 percentage points** to **17.0%** in Q1 2024[65](index=65&type=chunk) - Income before interest and income taxes decreased by **$19.5 million** to **$111.7 million** in Q1 2024, with margins falling to **8.5%** from **9.3%**, mainly due to lower volumes, higher cost metal inventory, and increased rationalization charges[67](index=67&type=chunk) - Interest and other debt expense increased by **$1.8 million** to **$38.6 million** in Q1 2024 due to higher weighted average interest rates[68](index=68&type=chunk) - The effective tax rate increased to **24.5%** in Q1 2024 from **23.8%** in Q1 2023[68](index=68&type=chunk) - Adjusted EBIT, a non-GAAP measure, excludes acquired intangible asset amortization, other pension (income) expense for U.S. pension plans, and rationalization charges to provide a clearer view of core operating performance[71](index=71&type=chunk)[72](index=72&type=chunk) [Dispensing and Specialty Closures Segment](index=22&type=section&id=Dispensing%20and%20Specialty%20Closures%20Segment) This section analyzes the financial performance of the Dispensing and Specialty Closures segment, focusing on sales and profitability drivers - Net sales decreased by **7.6%** to **$535.9 million** in Q1 2024, driven by a **7%** decline in unit volumes and a less favorable product mix, partially offset by favorable foreign currency translation[75](index=75&type=chunk) - Adjusted EBIT decreased by **$5.1 million**, but adjusted EBIT margin increased to **14.5%** from **14.3%**, due to lower volumes and higher cost inventory, partially offset by improved manufacturing productivity[76](index=76&type=chunk) [Metal Containers Segment](index=23&type=section&id=Metal%20Containers%20Segment) This section analyzes the financial performance of the Metal Containers segment, detailing sales trends and profitability factors - Net sales decreased by **7.9%** to **$617.1 million** in Q1 2024, primarily due to a **5%** drop in unit volumes (customer destocking) and the pass-through of lower raw material costs, partially offset by a more favorable product mix and foreign currency translation[77](index=77&type=chunk) - Adjusted EBIT decreased by **$7.4 million**, and adjusted EBIT margin fell to **7.3%** from **7.8%**, mainly due to higher cost inventory from the prior year and lower volumes, partially offset by reduced SG&A costs[78](index=78&type=chunk) [Custom Containers Segment](index=24&type=section&id=Custom%20Containers%20Segment) This section analyzes the financial performance of the Custom Containers segment, highlighting sales and margin changes - Net sales decreased by **2.6%** to **$164.0 million** in Q1 2024, mainly due to a **3%** decline in volumes from customer destocking[80](index=80&type=chunk) - Adjusted EBIT increased by **$0.1 million**, and adjusted EBIT margin rose to **12.3%** from **11.9%**, primarily due to a more favorable product mix, despite lower volumes[81](index=81&type=chunk) [Capital Resources and Liquidity](index=24&type=section&id=CAPITAL%20RESOURCES%20AND%20LIQUIDITY) This section discusses the company's sources and uses of cash, liquidity position, and ability to meet financial obligations - Principal liquidity sources are net cash from operating activities and debt borrowings, used for debt obligations, capital investment, seasonal working capital, and general corporate uses[82](index=82&type=chunk) - In Q1 2024, the company used **$547.8 million** in cash from operations, **$160.6 million** for outstanding checks, **$100.0 million** for long-term debt repayment, **$72.5 million** for net capital expenditures, **$21.1 million** for dividends, and **$7.7 million** for stock repurchases[83](index=83&type=chunk) - As of March 31, 2024, **$899.4 million** of revolving loans were available under the Credit Agreement, after accounting for **$580.0 million** outstanding and letters of credit[85](index=85&type=chunk) - The company expects cash from operations and available borrowings to meet operating needs, capital expenditures, debt service, tax obligations, pension contributions, share repurchases, and dividends for the foreseeable future[87](index=87&type=chunk) - Outstanding trade accounts payables subject to the Supply Chain Finance program were **$252.6 million** at March 31, 2024, down from **$318.4 million** at March 31, 2023[89](index=89&type=chunk) - The Obligor Group's current assets were **$1,435.4 million** and noncurrent assets were **$5,532.9 million** at March 31, 2024[92](index=92&type=chunk) - Cash payments for rationalization plans were **$11.8 million** in Q1 2024, with remaining expenses and cash expenditures expected to be **$8.1 million** and **$14.3 million**, respectively, excluding Central States Pension Plan withdrawal liability[95](index=95&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company discloses its exposure to market risks from interest rates, foreign currency, and commodity prices, detailing risk management strategies using derivative instruments without speculative intent - Market risks primarily stem from changes in interest rates, foreign currency exchange rates, and commodity prices (e.g., natural gas)[98](index=98&type=chunk) - The company uses derivative financial instruments (interest rate and natural gas swap agreements) to manage exposure, not for trading or speculative purposes[98](index=98&type=chunk) - No material changes to market risks or management policies have occurred since the December 31, 2023, Form 10-K filing, except as noted in Note 7[99](index=99&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of March 31, 2024, confirming their efficacy with no material changes in internal controls - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2024, ensuring timely and accurate reporting[100](index=100&type=chunk) - No material changes in internal controls over financial reporting occurred during the period covered by the report[101](index=101&type=chunk) [Part II. Other Information](index=27&type=section&id=Part%20II.%20Other%20Information) This section includes additional information and exhibits required for the quarterly report [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists all exhibits accompanying the Form 10-Q, including CEO and CFO certifications and XBRL documents - Exhibits include certifications by the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and various XBRL documents[103](index=103&type=chunk) [Signatures](index=28&type=section&id=Signatures) This section contains the official signatures, confirming the due authorization and filing of the Quarterly Report on Form 10-Q [Signatures](index=28&type=section&id=Signatures) This section contains the official signatures, confirming the due authorization and filing of the Quarterly Report on Form 10-Q - The Quarterly Report was signed on May 8, 2024, by Kimberly I. Ulmer, Senior Vice President and Chief Financial Officer, on behalf of Silgan Holdings Inc[108](index=108&type=chunk)

Silgan Holdings Inc. Exhibit 99.1 SILGAN ANNOUNCES FIRST QUARTER 2024 RESULTS Highlights STAMFORD, CT, May 1, 2024 -- Silgan Holdings Inc. (NYSE: SLGN), a leading supplier of sustainable rigid packaging solutions for the world's essential consumer goods products, today reported first quarter 2024 net sales of $1.32 billion and net income of $55.2 million, or $0.52 per diluted share, as compared to first quarter 2023 net sales of $1.42 billion and net income of $72.0 million, or $0.65 per diluted share. Adju ...

Silgan Holdings Inc. (NYSE:SLGN) Q1 2024 Earnings Conference Call May 1, 2024 11:00 AM ET Company Participants Alex Hutter - Vice President, Investor Relations Adam Greenlee - President and CEO Bob Lewis - Executive Vice President, Corporate Development and Administration Kim Ulmer - Senior Vice President and CFO Conference Call Participants Ghansham Panjabi - Baird Gabe Hadje - Wells Fargo Securities George Staphos - Bank of America Daniel Rizzo - Jefferies Matt Roberts - Raymond James Mike Roxland - Truis ...

Part I [Business](index=3&type=section&id=Item%201.%20Business) Silgan Holdings Inc. is a leading global manufacturer of sustainable rigid packaging solutions, with 2023 consolidated net sales of approximately **$6.0 billion**, operating 107 plants across three segments - Silgan operates 107 manufacturing plants in North America, Europe, Asia, and South America, generating consolidated net sales of approximately **$6.0 billion** in 2023[13](index=13&type=chunk) 2023 Business Segment Overview | Business Segment | 2023 Net Sales | % of Consolidated Sales | 2023 EBIT | % of Consolidated EBIT | | :--- | :--- | :--- | :--- | :--- | | Dispensing and Specialty Closures | $2.2 billion | 37.1% | $281.0 million | 45.2% | | Metal Containers | $3.1 billion | 52.4% | $287.4 million | 46.3% | | Custom Containers | $626 million | 10.5% | $52.8 million | 8.5% | - The company's strategy is centered on growing the business through acquisitions and organically, reducing operating costs, and building sustainable competitive positions[17](index=17&type=chunk) - In late 2023, Silgan initiated a cost reduction program aiming for **$50 million** in savings over two years, resulting in the closure of three manufacturing facilities with two more announced[22](index=22&type=chunk)[32](index=32&type=chunk) [Dispensing and Specialty Closures Business](index=9&type=section&id=1.1%20Dispensing%20and%20Specialty%20Closures) This segment, a leading global manufacturer of dispensing systems and specialty closures, generated **$2.2 billion** in 2023 net sales, representing **37.1%** of total - The Dispensing and Specialty Closures business provides innovative dispensing systems and proprietary metal and plastic specialty closures, along with capping/sealing equipment[35](index=35&type=chunk) - Key markets include fragrance and beauty, food, beverage, personal and health care, home care, and lawn and garden[35](index=35&type=chunk) - Recent acquisitions, including Albéa Dispensing Business (2020), Silgan Specialty Packaging (2021), and Silgan Unicep (2021), have expanded the portfolio, particularly in highly engineered pumps and precision dosing systems for health care markets[36](index=36&type=chunk) [Metal Containers Business](index=9&type=section&id=1.2%20Metal%20Containers) The largest segment, Metal Containers, generated **$3.1 billion** in 2023 net sales (**52.4%** of total), holding over half the U.S. market share for metal food containers - The company is the largest manufacturer of metal food containers in North America, with a unit volume market share in the U.S. of more than half in 2023[37](index=37&type=chunk) - Products include steel and aluminum containers for food products (pet food, vegetables, soup, proteins) and general line containers, with the 2021 Easytech acquisition increasing capacity for easy-open ends[37](index=37&type=chunk) - Metal containers are positioned as superior for high-temperature processing and long-term storage, and are highlighted as infinitely recyclable[39](index=39&type=chunk) [Custom Containers Business](index=10&type=section&id=1.3%20Custom%20Containers) The Custom Containers segment generated **$626.0 million** in 2023 net sales (**10.5%** of total), producing custom-designed plastic containers for diverse markets - This segment manufactures custom designed and stock plastic containers for markets including food, beverage, personal care, home care, and automotive[41](index=41&type=chunk) - The business offers a comprehensive array of molding (extrusion, injection blowmolding) and decorating (in-mold labeling, silk screen, etc.) capabilities[40](index=40&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The market position is driven by rapid response to customer design needs and a diverse, value-added product line[42](index=42&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including intense competition, raw material price volatility, substantial indebtedness, acquisition integration challenges, and global economic and political instability - The packaging industry is highly competitive, which could lead to lost customers or reduced margins, and the loss of a major customer could adversely affect results[92](index=92&type=chunk)[94](index=94&type=chunk) - The company is exposed to fluctuations in raw material prices (steel, aluminum, resin) and availability, with the ability to pass costs to customers not guaranteed[96](index=96&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - As of December 31, 2023, the company had **$3.44 billion** of total consolidated indebtedness, with a significant portion of cash flow used for debt service and exposure to floating interest rates[119](index=119&type=chunk)[120](index=120&type=chunk) - Future acquisitions, a key part of the growth strategy, present risks such as integration difficulties, diversion of management attention, and potential failure to achieve expected synergies[125](index=125&type=chunk)[127](index=127&type=chunk) - International operations, accounting for about **27%** of 2023 net sales, are subject to risks including political/economic instability, currency fluctuations, and trade disputes[133](index=133&type=chunk) - The company's two principal stockholders beneficially owned approximately **23%** of outstanding common stock as of December 31, 2023, giving them substantial influence over stockholder matters[143](index=143&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - None[146](index=146&type=chunk) [Cybersecurity](index=28&type=section&id=Item%201C.%20Cybersecurity) Silgan employs a comprehensive, multi-layered cybersecurity management approach aligned with the NIST Cybersecurity Framework, with board oversight and a dedicated governance committee - The company's cybersecurity management is aligned with the National Institute on Standards and Technology (NIST) Cybersecurity Framework[148](index=148&type=chunk) - The Board of Directors is responsible for risk oversight, including cybersecurity, and receives quarterly reports from senior management[151](index=151&type=chunk) - A Cybersecurity Governance Committee, comprising the CEO, CFO, General Counsel, and other senior leaders, meets multiple times per quarter to address cybersecurity risks and threats[153](index=153&type=chunk)[154](index=154&type=chunk) - To date, the company has not experienced any cybersecurity incident that has materially affected its business, results of operations, or financial condition[151](index=151&type=chunk) [Properties](index=29&type=section&id=Item%202.%20Properties) The company operates 107 manufacturing facilities globally across its three segments, with 56 owned and 51 leased properties Manufacturing Facilities by Segment | Segment | Number of Facilities | | :--- | :--- | | Dispensing and Specialty Closures | 44 | | Metal Containers | 40 | | Custom Containers | 23 | | **Total** | **107** | - The company owns **56** of its manufacturing facilities and leases **51**[155](index=155&type=chunk) [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company is party to routine legal proceedings that are not expected to have a material adverse effect on its business or financial condition - The company is not a party to any pending legal proceedings that are expected to have a material adverse effect on its business or financial condition[157](index=157&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[158](index=158&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=30&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Silgan's common stock trades on the NYSE under SLGN, with the company consistently increasing its quarterly cash dividend since 2004 and having **$93.3 million** remaining for share repurchases - Common stock is traded on the NYSE under the symbol SLGN[161](index=161&type=chunk) - The company has increased its quarterly cash dividend each year since 2004[162](index=162&type=chunk) - As of December 31, 2023, approximately **$93.3 million** remained available for share repurchases under the current authorization, which runs through December 31, 2026[163](index=163&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the company's financial performance, highlighting a **6.6%** decrease in 2023 net sales to **$6.0 billion** due to lower volumes and destocking, while gross profit margin improved Consolidated Financial Highlights (2023 vs. 2022) | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $6.0 billion | $6.4 billion | -6.6% | | Gross Profit Margin | 16.6% | 16.3% | +0.3 ppt | | Income before Interest and Income Taxes | $595.4 million | $602.0 million | -1.1% | | Net Income | $326.0 million | $340.8 million | -4.3% | - The decrease in 2023 net sales was primarily driven by lower volumes across all segments, customer destocking activities, and the pass-through of lower resin costs in the custom containers segment[183](index=183&type=chunk) - Interest expense increased by **$47.0 million** in 2023 compared to 2022, mainly due to higher weighted average interest rates[187](index=187&type=chunk) - The company utilizes supply chain financing (SCF) programs for both receivables and payables to manage working capital, with approximately **$330.2 million** in outstanding trade payables subject to the supplier SCF program as of December 31, 2023[228](index=228&type=chunk)[231](index=231&type=chunk) [Results of Operations](index=34&type=section&id=7.1%20Results%20of%20Operations) Consolidated net sales decreased **6.6%** to **$6.0 billion** in 2023 due to lower volumes, while gross profit margin improved to **16.6%**, and income before interest and taxes slightly decreased Net Sales by Segment (in millions) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Dispensing and Specialty Closures | $2,221.4 | $2,316.7 | $2,160.5 | | Metal Containers | $3,140.8 | $3,371.8 | $2,808.0 | | Custom Containers | $626.0 | $723.0 | $708.6 | | **Consolidated** | **$5,988.2** | **$6,411.5** | **$5,677.1** | Income Before Interest and Income Taxes by Segment (in millions) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Dispensing and Specialty Closures | $281.0 | $323.0 | $262.1 | | Metal Containers | $287.4 | $234.2 | $253.7 | | Custom Containers | $52.8 | $92.5 | $92.4 | | Corporate | $(25.8) | $(47.7) | $(32.1) | | **Consolidated** | **$595.4** | **$602.0** | **$576.1** | [Segment Performance Analysis](index=39&type=section&id=7.2%20Segment%20Performance) In 2023, all segments experienced sales decreases due to volume declines and customer destocking, with Dispensing and Specialty Closures down **4.1%**, Metal Containers down **6.9%**, and Custom Containers down **13.4%** - **Dispensing and Specialty Closures:** 2023 net sales decreased **4.1%** to **$2.22 billion**, with unit volumes down approximately **7%** primarily due to customer destocking in U.S. food and beverage markets[199](index=199&type=chunk) - **Metal Containers:** 2023 net sales decreased **6.9%** to **$3.14 billion**, with unit volumes falling by approximately **7%** due to customer destocking and non-recurring sales[204](index=204&type=chunk) - **Custom Containers:** 2023 net sales decreased **13.4%** to **$626.0 million**, driven by a **9%** volume decline from customer destocking and lower resin cost pass-throughs[209](index=209&type=chunk) [Capital Resources and Liquidity](index=41&type=section&id=7.3%20Capital%20Resources%20and%20Liquidity) The company's liquidity is primarily from cash operations (**$482.6 million** in 2023) and debt, with total debt at **$3.44 billion** and a **$1.5 billion** undrawn revolving credit facility as of year-end 2023 Cash Flow Summary (in millions) | Cash Flow Activity | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $482.6 | $748.4 | $556.8 | | Net Cash used in Investing Activities | $(223.8) | $(215.6) | $(976.0) | | Net Cash (used in) from Financing Activities | $(211.4) | $(569.6) | $648.6 | - At December 31, 2023, total consolidated indebtedness was **$3.44 billion**, with cash and cash equivalents of **$642.9 million**[224](index=224&type=chunk) - The company has a **$1.5 billion** multi-currency revolving loan facility available until November 2026, with **$1.48 billion** available at year-end 2023[225](index=225&type=chunk) - Projected capital expenditures for 2024 are approximately **$240.0 million**[234](index=234&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates, foreign currency, and commodity prices through swaps, local currency debt, and contractual pass-through agreements - A one percentage point change in interest rates would have impacted 2023 interest expense by approximately **$13.2 million**, after considering interest rate swap agreements[265](index=265&type=chunk) - As of December 31, 2023, the company had four outstanding U.S. dollar interest rate swap agreements with a total notional principal of **$300.0 million**, maturing in 2026, to convert variable-rate exposure to fixed rates[264](index=264&type=chunk) - Foreign currency risk is primarily managed by financing European operations with Euro-denominated borrowings[266](index=266&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the full financial statements and schedules listed under Item 15 of the report - Refers to Item 15 for a full listing of financial statements and schedules[269](index=269&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with an unqualified attestation report from Ernst & Young LLP - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2023[271](index=271&type=chunk) - Management concluded that the company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO framework[274](index=274&type=chunk) - Ernst & Young LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[275](index=275&type=chunk)[277](index=277&type=chunk) Part III [Directors, Compensation, Security Ownership, and Accountant Fees](index=52&type=section&id=Item%2010%2C%2011%2C%2012%2C%2013%2C%2014) Information for Items 10-14 regarding directors, executive compensation, security ownership, related transactions, and accountant fees is incorporated by reference from the forthcoming 2024 Proxy Statement - Information regarding directors, executive compensation, security ownership, related transactions, and accountant fees is incorporated by reference from the company's forthcoming Proxy Statement[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=53&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and numerous exhibits filed as part of the Form 10-K report, including corporate governance documents and certifications - This section contains the index of financial statements, schedules, and exhibits included with the 10-K filing[293](index=293&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=61&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on Silgan's 2023 consolidated financial statements and internal control over financial reporting, identifying goodwill valuation as a critical audit matter - Ernst & Young LLP provided an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[310](index=310&type=chunk)[311](index=311&type=chunk) - The valuation of the company's **$2.0 billion** in goodwill was identified as a Critical Audit Matter, due to the complex and judgmental nature of estimating the fair value of reporting units[316](index=316&type=chunk)[317](index=317&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$7.61 billion** and stockholders' equity of **$1.89 billion** as of December 31, 2023, with 2023 net sales of **$6.0 billion** and net income of **$326.0 million** Consolidated Balance Sheet Highlights (December 31, 2023) | Account | Amount (in thousands) | | :--- | :--- | | Total Current Assets | $2,348,982 | | Total Assets | $7,611,236 | | Total Current Liabilities | $2,311,856 | | Total Long-Term Debt | $2,546,451 | | Total Stockholders' Equity | $1,889,358 | Consolidated Income Statement Highlights (Year Ended December 31, 2023) | Account | Amount (in thousands) | | :--- | :--- | | Net Sales | $5,988,205 | | Gross Profit | $992,558 | | Income Before Income Taxes | $422,121 | | Net Income | $325,965 | | Diluted EPS | $2.98 | [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, **$3.44 billion** in long-term debt maturities, overfunded U.S. pension plans, and segment performance, including a **$17.7 million** loss recovery in 2023 - Goodwill and other indefinite-lived intangible assets are tested for impairment annually on July 1[342](index=342&type=chunk) - In 2022, the company recognized a rationalization charge of **$73.8 million** for the write-off of net assets in Russia, and in 2023, recorded a credit of **$17.7 million** related to a loss recovery for these assets[362](index=362&type=chunk) Long-Term Debt Maturities (in thousands) | Year | Amount | | :--- | :--- | | 2024 | $852,711 | | 2025 | $106,723 | | 2026 | $603,665 | | 2027 | $653,192 | | 2028 | $1,153,269 | | Thereafter | $6,973 | - The company's U.S. pension plans are significantly overfunded, with plan assets at approximately **134%** of projected benefit obligations at year-end 2023[255](index=255&type=chunk)[467](index=467&type=chunk)

Silgan Holdings Inc (NYSE:SLGN) Q4 2023 Earnings Call Transcript January 31, 2024 11:00 AM ET Company Participants Alex Hutter - Vice President of Investor Relations Adam Greenlee - President & CEO Kim Ulmer - CFO, Senior VP of Finance & Treasurer Robert Lewis - Executive VP, Corporate Development and Administration & Director Conference Call Participants George Staphos - Bank of America Matt Roberts - Raymond James Gabe Hadje - Wells Fargo Ghansham Panjabi - Baird Anthony Pettinari - Citi Mike Roxland - Tr ...

Part I [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for Q3 2023 show decreased net sales and income, negative operating cash flow, and increased total assets and liabilities Financial Metric | Financial Metric | Sept. 30, 2023 | Sept. 30, 2022 | Dec. 31, 2022 | | :--- | :--- | :--- | :--- | | Total Current Assets | $2,661,822 | $2,332,228 | $2,132,652 | | Total Assets | $7,812,307 | $7,519,413 | $7,345,757 | | Total Current Liabilities | $1,915,561 | $1,681,412 | $1,437,860 | | Long-Term Debt | $3,312,685 | $3,246,738 | $3,345,381 | | Total Stockholders' Equity | $1,781,889 | $1,693,231 | $1,718,256 | Income Statement (in thousands) | Income Statement (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,803,101 | $1,970,445 | $4,648,109 | $4,956,112 | | Gross profit | $285,918 | $307,765 | $774,009 | $815,144 | | Net income | $110,617 | $138,703 | $261,536 | $316,253 | | Diluted net income per share | $1.02 | $1.25 | $2.38 | $2.85 | Cash Flow (in thousands) | Cash Flow (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash (used in) operating activities | ($596,042) | ($117,522) | | Net cash (used in) investing activities | ($170,558) | ($161,611) | | Net cash provided by (used in) financing activities | $487,600 | ($90,561) | | Net decrease in cash | ($278,498) | ($387,830) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes declining sales and income to lower volumes and destocking, while maintaining liquidity through operations and credit facilities [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Consolidated net sales and income declined due to lower volumes and non-recurring sales, while interest expenses significantly increased - Consolidated net sales decreased by **$167.3 million (8.5%)** in Q3 2023 and **$308.0 million (6.2%)** in the first nine months of 2023, primarily due to lower volumes across all segments, non-recurring sales from Russia in 2022, and the pass-through of lower resin costs[60](index=60&type=chunk)[61](index=61&type=chunk) - Income before interest and income taxes fell by **$25.3 million** in Q3 2023 and **$51.5 million** in the first nine months of 2023, mainly due to lower volumes, higher pension expenses, and increased rationalization charges, partially offset by lower SG&A costs[65](index=65&type=chunk)[66](index=66&type=chunk) - Interest and other debt expense increased by **$13.6 million** in Q3 2023 and **$37.6 million** in the first nine months of 2023, primarily due to higher weighted average interest rates[67](index=67&type=chunk)[68](index=68&type=chunk) [Dispensing and Specialty Closures Segment](index=23&type=section&id=Dispensing%20and%20Specialty%20Closures%20Segment) Dispensing and Specialty Closures segment net sales decreased due to lower volumes, but Q3 adjusted EBIT and margins improved Dispensing and Specialty Closures | Dispensing and Specialty Closures | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $559.1M | $575.5M | $1,699.1M | $1,775.9M | | Adjusted EBIT | $93.8M | $88.4M | $253.6M | $285.2M | | Adjusted EBIT margin | 16.8% | 15.4% | 14.9% | 16.1% | - Q3 net sales decreased by **2.8%** due to a **3%** decline in unit volumes, mainly from lower demand for closures in international food and beverage markets and non-recurring sales in Russia[78](index=78&type=chunk) - Q3 adjusted EBIT increased by **$5.4 million**, driven by higher selling prices to offset inflation, a more favorable product mix, and reduced SG&A expenses, which outweighed the impact of lower volumes[80](index=80&type=chunk) [Metal Containers Segment](index=24&type=section&id=Metal%20Containers%20Segment) Metal Containers segment net sales declined due to volume drops, yet Q3 adjusted EBIT margin improved, and nine-month EBIT increased Metal Containers | Metal Containers | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,094.6M | $1,212.0M | $2,475.6M | $2,617.1M | | Adjusted EBIT | $113.5M | $117.6M | $241.7M | $214.0M | | Adjusted EBIT margin | 10.4% | 9.7% | 9.8% | 8.2% | - Q3 net sales fell **9.7%** due to an **11%** decrease in unit volumes, largely attributed to customer destocking and non-recurring volumes from Russia in the prior year[85](index=85&type=chunk) - For the first nine months of 2023, adjusted EBIT increased by **$27.7 million**, primarily due to higher average selling prices from the contractual pass-through of inflation and lower SG&A costs, which offset the impact of lower volumes[88](index=88&type=chunk) [Custom Containers Segment](index=25&type=section&id=Custom%20Containers%20Segment) Custom Containers segment net sales and adjusted EBIT significantly decreased due to lower volumes, destocking, and unfavorable product mix Custom Containers | Custom Containers | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $149.4M | $182.9M | $473.4M | $563.1M | | Adjusted EBIT | $11.8M | $22.8M | $50.3M | $75.5M | | Adjusted EBIT margin | 7.9% | 12.5% | 10.6% | 13.4% | - Q3 net sales decreased **18.3%** due to a combination of approximately **10%** lower volumes from customer destocking, the pass-through of lower resin costs, and a less favorable product mix[92](index=92&type=chunk) - Q3 adjusted EBIT decreased by **$11.0 million**, and the margin fell to **7.9%** from **12.5%**, primarily due to the lower volumes and unfavorable product mix[94](index=94&type=chunk) [Capital Resources and Liquidity](index=25&type=section&id=CAPITAL%20RESOURCES%20AND%20LIQUIDITY) The company relies on cash from operations and credit facilities for liquidity, funding operations, repurchases, and dividends through borrowings - For the nine months ended September 30, 2023, the company used net borrowings and cash on hand to fund a **$596.0 million** use of cash in operations, **$183.9 million** in common stock repurchases, and **$59.7 million** in dividends[98](index=98&type=chunk) - As of September 30, 2023, the company had **$818.0 million** of revolving loans outstanding and an available borrowing capacity of **$660.5 million** under its Credit Agreement[101](index=101&type=chunk) - The company maintains a Supply Chain Finance (SCF) program, with outstanding trade accounts payables subject to this program totaling approximately **$294.1 million** at September 30, 2023[105](index=105&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risks primarily involve interest rates, foreign currency, and commodity prices, with no material changes since year-end 2022 - The company's primary market risks are related to interest rates, foreign currency exchange rates, and commodity prices[114](index=114&type=chunk) - There has been no material change to the company's market risk exposures or its management policies since the Annual Report on Form 10-K for the year ended December 31, 2022[115](index=115&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[116](index=116&type=chunk) - No changes in internal controls over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[117](index=117&type=chunk) Part II [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **3.45 million** shares for **$152.9 million** in Q3 2023, with **$93.3 million** remaining for future repurchases Unregistered Sales of Equity Securities and Use of Proceeds | Period | Total Shares Purchased | Average Price Paid per Share | Approximate Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | July 2023 | — | $— | $246.2M | | August 2023 | 2,829,774 | $44.63 | $119.9M | | September 2023 | 618,220 | $43.14 | $93.3M | | **Q3 2023 Total** | **3,447,994** | **$44.36** | **$93.3M** | - The Board of Directors authorized a **$300.0 million** stock repurchase program on March 4, 2022, which is effective through December 31, 2026[118](index=118&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[119](index=119&type=chunk)

Silgan Holdings Inc. (NYSE:SLGN) Q3 2023 Earnings Conference Call October 25, 2023 11:00 AM ET Company Participants Alex Hutter - Vice President, Investor Relations Adam Greenlee - President & Chief Executive Officer Kim Ulmer - Senior Vice President, Chief Financial Officer & Treasurer Bob Lewis - Executive Vice President, Corporate Development & Administration Conference Call Participants Ghansham Panjabi - Baird George Staphos - Bank of America Anthony Pettinari - Citi Gabe Hajde - Wells Fargo Matt Rober ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-41459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) SILGAN HOLDINGS INC. (Exact name of Registrant as specified in its charter) Delaware 06-1 ...

Financial Data and Key Metrics Changes - Total adjusted EBIT for Q2 2023 was $160.8 million, a decrease of 14% year-over-year, with record adjusted EBIT in the Metal Containers segment offset by lower adjusted EBIT in the Dispensing & Specialty Closures and Custom Containers segments [27][55] - Adjusted net income per diluted share declined by $0.26 from the record achieved in Q2 2022, impacted by higher interest expense of $0.08 and non-recurring sales associated with Russia of $0.06 [27][55] - Free cash flow estimate for 2023 revised to $375 million, with CapEx expected to be approximately $230 million [15] Business Line Data and Key Metrics Changes - In the Metal Containers segment, adjusted EBIT increased nearly 20% from the prior year, achieving a new record for Q2 despite lower overall volumes due to prior year restocking activities [13][55] - Dispensing & Specialty Closures segment adjusted EBIT decreased by $23.4 million compared to the prior year, primarily due to skilled labor challenges and lower volume mix, particularly in Food & Beverage products in Europe [28][55] - Custom Containers segment saw a 14% decline in volumes compared to Q2 2022, resulting in a 17% decrease in sales due to non-renewal of contracts and lower food and personal care volumes [54] Market Data and Key Metrics Changes - Evidence of consumers trading down to lower-cost packaged products was noted, particularly in Europe, impacting the Food & Beverage market [9][76] - U.S. consumer demand remained resilient, with no significant impact observed from inflation, contrasting with the weaker consumer environment in Europe [76][97] Company Strategy and Development Direction - The company is shifting focus to align operational activities with revised customer inventory management initiatives for the second half of 2023, aiming to drive out costs across all business lines [7][10] - Management expressed confidence in the long-term growth outlook for the Dispensing & Specialty Closures segment, despite current challenges, and anticipates a return to growth as inventory management issues are resolved [44][98] Management's Comments on Operating Environment and Future Outlook - Management acknowledged disappointment with Q2 performance and revised outlook for the remainder of 2023, viewing current issues as transitory and expected to be resolved within the year [32][57] - The company expects adjusted net income per diluted share for 2023 to be in the range of $3.40 to $3.60, reflecting a year-over-year headwind of $0.30 per share due to interest expense [55] Other Important Information - The company wrote off tax indemnity and related tax reserves, which adversely impacted corporate expenses by approximately $2 million and interest expenses by approximately $3.5 million, while benefiting tax expenses by approximately $5 million [12] - The company is actively managing labor challenges at a U.S. Food & Beverage facility, which has resulted in significant incremental costs [23][40] Q&A Session All Questions and Answers Question: Can you elaborate on the customer inventory management programs and how they differ from previous destocking initiatives? - Management clarified that the current inventory management programs are distinct from previous COVID-related destocking, driven by significant inflation impacting both consumers and customers [16][17] Question: What are the expected benefits of restructuring programs in 2023 or 2024? - Management indicated that discussions regarding the benefits of restructuring programs would be held off until teams are fully informed of the actions being taken [34] Question: Can you provide insights on the incremental corporate development costs in the quarter? - Management stated that the costs are part of ongoing M&A activity and should not be interpreted as a change in capital allocation posture [38] Question: How confident is management that the labor issues will be resolved by the end of the year? - Management expressed confidence that the labor challenges would be resolved through various actions taken to mitigate the impact on production [40][109] Question: What is the outlook for the Dispensing & Specialty Closures segment given the current volume challenges? - Management expects low single-digit growth for the segment in the back half of the year, with confidence in long-term growth despite current challenges [43][97] Question: How does the company view the impact of inflation on consumer demand? - Management noted that while inflation is impacting consumer spending, the U.S. market remains resilient, contrasting with the weaker European market [76][95]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-41459 SILGAN HOLDINGS INC. (Exact name of Registrant as specified in its charter) Delaware 06- ...