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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 June 30, 2024
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)
Delaware06-1269834
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)
  
4 Landmark Square 
Stamford,Connecticut06901
(Address of principal executive offices)(Zip Code)
(203) 975-7110
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSLGNNew York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes    No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
           Accelerated filer
Non-accelerated filer
           Smaller reporting company
           Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No

As of July 31, 2024, the number of shares outstanding of the Registrant’s common stock was 106,779,356.
-1-


SILGAN HOLDINGS INC.
 
TABLE OF CONTENTS
  
 Page No.
  
  
  
  
 
  
  
  
  
  
 
  
 
 
  

-2-



Part I. Financial Information
Item 1. Financial Statements

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, 2024June 30, 2023Dec. 31, 2023
 (unaudited)(unaudited) 
Assets   
Current assets:   
Cash and cash equivalents$302,795 $236,606 $642,923 
Trade accounts receivable, net1,056,785 1,067,550 599,524 
Inventories1,005,589 1,251,544 940,808 
Prepaid expenses and other current assets173,464 142,757 165,727 
Total current assets2,538,633 2,698,457 2,348,982 
Property, plant and equipment, net1,933,591 1,934,187 1,961,585 
Goodwill1,987,284 2,007,388 2,018,241 
Other intangible assets, net685,043 745,275 721,023 
Other assets, net548,686 528,414 561,405 
 $7,693,237 $7,913,721 $7,611,236 
Liabilities and Stockholders’ Equity   
Current liabilities:   
Revolving loans and current portion of long-term debt$1,398,246 $811,387 $880,315 
Trade accounts payable658,118 751,758 1,075,913 
Accrued payroll and related costs100,663 94,961 97,886 
Accrued liabilities238,970 221,521 257,742 
Total current liabilities2,395,997 1,879,627 2,311,856 
Long-term debt2,530,718 3,351,176 2,546,451 
Deferred income taxes425,151 384,410 433,666 
Other liabilities407,681 427,372 429,905 
Stockholders’ equity:   
Common stock1,751 1,751 1,751 
Paid-in capital360,344 345,442 353,848 
Retained earnings3,298,525 3,072,021 3,208,237 
Accumulated other comprehensive loss(297,530)(279,554)(251,361)
Treasury stock(1,429,400)(1,268,524)(1,423,117)
Total stockholders’ equity1,933,690 1,871,136 1,889,358 
 $7,693,237 $7,913,721 $7,611,236 

See accompanying notes.
-3-


SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three and six months ended June 30, 2024 and 2023
(Dollars and shares in thousands, except per share amounts)
(Unaudited)

Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
   
Net sales$1,381,365 $1,426,727 $2,698,403 $2,845,008 
Cost of goods sold1,125,361 1,176,601 2,218,920 2,356,917 
Gross profit256,004 250,126 479,483 488,091 
Selling, general and administrative expenses107,701 102,171 208,177 203,501 
Rationalization charges6,859 2,667 18,550 6,788 
Other pension and postretirement (income) expense (409)1,295 (816)2,581 
Income before interest and income taxes141,853 143,993 253,572 275,221 
Interest and other debt expense41,343 46,792 79,990 83,558 
Income before income taxes100,510 97,201 173,582 191,663 
Provision for income taxes24,413 18,311 42,321 40,744 
Net income$76,097 $78,890 $131,261 $150,919 
Earnings per share:
Basic net income per share$0.71 $0.72 $1.23 $1.37 
Diluted net income per share$0.71 $0.71 $1.23 $1.36 
Weighted average number of shares:
Basic106,835 110,129 106,740 110,211 
Effect of dilutive securities180 323 293 476 
Diluted107,015 110,452 107,033 110,687 

See accompanying notes.

-4-


 SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and six months ended June 30, 2024 and 2023
(Dollars in thousands)
(Unaudited)

Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Net income$76,097 $78,890 $131,261 $150,919 
  Other comprehensive income (loss), net of tax:
  Changes in net prior service credit and actuarial losses1,411 1,217 2,814 3,523 
  Change in fair value of derivatives527 4,652 2,952 3,365 
  Foreign currency translation(27,478)39,147 (51,935)58,868 
Other comprehensive (loss) income (25,540)45,016 (46,169)65,756 
Comprehensive income $50,557 $123,906 $85,092 $216,675 
 
See accompanying notes.
-5-


 SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2024 and 2023
(Dollars in thousands)
(Unaudited)

 20242023
Cash flows provided by (used in) operating activities:  
Net income$131,261 $150,919 
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  
Depreciation and amortization131,932 131,448 
Amortization of debt discount and debt issuance costs2,695 2,674 
Rationalization charges18,550 6,788 
Stock compensation expense7,948 7,156 
Other changes that provided (used) cash:  
Trade accounts receivable, net(474,482)(397,413)
Inventories(74,498)(472,989)
Trade accounts payable(227,429)(143,180)
Accrued liabilities(27,008)(78,545)
Other, net(15,882)(18,606)
Net cash (used in) operating activities(526,913)(811,748)
Cash flows provided by (used in) investing activities:  
Capital expenditures(131,442)(118,204)
Proceeds from asset sales2,984 675 
Other, net50 564 
Net cash (used in) investing activities(128,408)(116,965)
Cash flows provided by (used in) financing activities:  
Borrowings under revolving loans739,385 998,167 
Repayments under revolving loans(75,408)(243,040)
Repayment of principal amounts under finance leases(25,267)(1,514)
Proceeds from issuance of long-term debt 5,094 
Repayments of long-term debt(100,000)(51,867)
Changes in outstanding checks - principally vendors(160,576)(61,433)
Dividends paid on common stock(41,453)(40,422)
Repurchase of common stock(7,735)(30,974)
Net cash provided by financing activities328,946 574,011 
Effect of exchange rate changes on cash and cash equivalents(13,753)5,686 
Cash and cash equivalents:  
Net (decrease)(340,128)(349,016)
Balance at beginning of year642,923 585,622 
Balance at end of period$302,795 $236,606 
Interest paid, net$90,832 $80,623 
Income taxes paid, net43,618 84,884 

See accompanying notes.
-6-


SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three and six months ended June 30, 2024 and 2023
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
 

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Common stock - shares outstanding
Balance at beginning of period
106,775 110,252 106,500 110,079 
Net issuance of treasury stock for vested
  restricted stock units
4 46 279 312 
Repurchases of common stock
 (352) (445)
Balance at end of period
106,779 109,946 106,779 109,946 
Common stock - par value
Balance at beginning and end of period
$1,751 $1,751 $1,751 $1,751 
Paid-in capital
Balance at beginning of period
356,529 342,157 353,848 339,839 
Stock compensation expense
3,833 3,475 7,948 7,156 
Net issuance of treasury stock for vested
  restricted stock units
(18)(190)(1,452)(1,553)
Balance at end of period
360,344 345,442 360,344 345,442 
Retained earnings
Balance at beginning of period
3,242,914 3,013,104 3,208,237 2,961,079 
Net income
76,097 78,890 131,261 150,919 
Dividends declared on common stock
(20,486)(19,973)(40,973)(39,977)
Balance at end of period
3,298,525 3,072,021 3,298,525 3,072,021 
Accumulated other comprehensive loss
Balance at beginning of period
(271,990)(324,570)(251,361)(345,310)
Other comprehensive (loss) income (25,540)45,016 (46,169)65,756 
Balance at end of period
(297,530)(279,554)(297,530)(279,554)
Treasury stock
Balance at beginning of period
(1,429,358)(1,251,152)(1,423,117)(1,239,103)
Net issuance of treasury stock for vested
  restricted stock units
(42)(415)(6,283)(7,664)
Repurchases of common stock
 (16,957) (21,757)
Balance at end of period
(1,429,400)(1,268,524)(1,429,400)(1,268,524)
Total stockholders’ equity$1,933,690 $1,871,136 $1,933,690 $1,871,136 
Dividends declared on common stock per share$0.19 $0.18 $0.38 $0.36 

See accompanying notes.
-7-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)


Note 1.               Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2023 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

Note 2.               Revenue

The following tables present our revenues disaggregated by reportable segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by segment were as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in thousands)
Dispensing and Specialty Closures$565,377 $560,096 $1,101,297 $1,140,028 
Metal Containers650,796 710,864 1,267,925 1,380,960 
Custom Containers165,192 155,767 329,181 324,020 
$1,381,365 $1,426,727 $2,698,403 $2,845,008 

Revenues by geography were as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in thousands)
North America$1,034,401 $1,061,906 $2,016,364 $2,118,432 
Europe and other346,964 364,821 682,039 726,576 
$1,381,365 $1,426,727 $2,698,403 $2,845,008 

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $101.4 million, $109.7 million, and $100.0 million as of June 30, 2024 and 2023 and December 31, 2023, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

-8-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 3.               Rationalization Charges

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment were as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
 (Dollars in thousands)
Dispensing and Specialty Closures$3,191 $1,214 $9,748 $1,328 
Metal Containers2,493 1,453 6,077 5,356 
Custom Containers1,175  2,725 104 
 $6,859 $2,667 $18,550 $6,788 

Activity in reserves for our rationalization plans were as follows:
Employee
Severance
and Benefits
Plant
Exit
Costs
Non-Cash
Asset
Write-Down
Total
 (Dollars in thousands)
Balance at December 31, 2023
$33,555 $465 $ $34,020 
Charged to expense5,580 11,397 1,573 18,550 
Utilized and currency translation(9,397)(11,697)(1,573)(22,667)
Balance at June 30, 2024
$29,738 $165 $ $29,903 

Rationalization reserves as of June 30, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $3.8 million and other liabilities of $26.1 million. Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $5.1 million and $7.9 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.




-9-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 4.               Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity.  Amounts included in accumulated other comprehensive loss, net of tax, were as follows:
 
Unrecognized Net
Defined Benefit
Plan Costs
Change in Fair
Value of
Derivatives
Foreign
Currency
Translation
Total
 (Dollars in thousands)
Balance at December 31, 2023
$(133,523)$(216)$(117,622)$(251,361)
Other comprehensive loss before reclassifications 1,952 (51,935)(49,983)
Amounts reclassified from accumulated other
    comprehensive loss
2,814 1,000  3,814 
 Other comprehensive loss2,814 2,952 (51,935)(46,169)
Balance at June 30, 2024
$(130,709)$2,736 $(169,557)$(297,530)
 
The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2024 were net (losses) of $(1.8) million and $(3.6) million, respectively, excluding income tax benefits of $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.8) million and $(3.6) million, respectively. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2024 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three and six months ended June 30, 2024 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $(30.3) million and $(63.7) million, respectively, and (ii) foreign currency gains related to our net investment hedges of $3.9 million and $15.5 million, respectively, excluding income tax (provisions) of $(1.0) million and $(3.7) million, respectively. See Note 7 for further discussion.



-10-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 5.               Inventories

Inventories consisted of the following: 
June 30, 2024June 30, 2023Dec. 31, 2023
 (Dollars in thousands)
Raw materials$408,681 $524,993 $465,375 
Work-in-process190,661 238,546 219,462 
Finished goods706,234 815,884 556,737 
Other17,395 16,433 16,616 
 1,322,971 1,595,856 1,258,190 
Adjustment to value inventory at cost on the LIFO method(317,382)(344,312)(317,382)
 $1,005,589 $1,251,544 $940,808 


Note 6.               Long-Term Debt

Long-term debt consisted of the following: 
June 30, 2024June 30, 2023Dec. 31, 2023
 (Dollars in thousands)
Bank debt   
Bank revolving loans$665,000 $738,000 $ 
U.S. term loans850,000 950,000 950,000 
Other foreign bank revolving and term loans54,277 71,016 56,243 
Total bank debt1,569,277 1,759,016 1,006,243 
3¼% Senior Notes
696,605 709,150 717,990 
4⅛% Senior Notes600,000 600,000 600,000 
2¼% Senior Notes535,850 545,500 552,300 
1.4% Senior Secured Notes
500,000 500,000 500,000 
Finance leases38,134 64,225 63,302 
Total debt - principal3,939,866 4,177,891 3,439,835 
Less unamortized debt issuance costs and debt discount10,902 15,328 13,069 
Total debt3,928,964 4,162,563 3,426,766 
Less current portion1,398,246 811,387 880,315 
 $2,530,718 $3,351,176 $2,546,451 

At June 30, 2024, the current portion of long-term debt consisted of $696.6 million of 3¼% Senior Notes due 2025, $665.0 million of U.S. revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $33.5 million of other foreign bank revolving and term loans and $3.1 million of finance leases.



-11-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 7.               Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2024:

Carrying
Amount
Fair
Value
 (Dollars in thousands)
Assets:  
Cash and cash equivalents$302,795 $302,795 
Liabilities:  
Bank debt$1,569,277 $1,569,277 
3¼% Senior Notes696,605 690,482 
4⅛% Senior Notes599,500 566,964 
2¼% Senior Notes535,850 490,104 
1.4% Senior Secured Notes
499,903 463,610 

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at June 30, 2024 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

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

Derivative Instruments and Hedging Activities

Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

-12-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. 

Interest Rate Swap Agreements

In March 2023, we entered into four U.S. dollar interest rate swap agreements, each for $75.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations. These agreements have a fixed rate ranging from 3.889 percent to 3.905 percent, mature on April 3, 2026, and were entered into with financial institutions which are expected to fully perform under the terms thereof. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and six months ended June 30, 2024. The total fair value of our interest rate swaps agreements in effect at June 30, 2024 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and six months ended June 30, 2024. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at June 30, 2024 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the 3¼% Senior Notes which are Euro denominated. Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2024 were $3.9 million and $15.5 million, respectively.



-13-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 8.               Commitments and Contingencies

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.


Note 9.               Supply Chain Finance Program

We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ invoices included in this SCF program were $251.0 million, $321.9 million and $330.2 million at June 30, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.


Note 10.               Retirement Benefits

The components of the net periodic pension benefit cost were as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
 (Dollars in thousands)
Service cost$2,164 $2,234 $4,329 $4,463 
Interest cost8,408 8,724 16,821 17,433 
Expected return on plan assets(10,771)(10,187)(21,542)(20,376)
Amortization of prior service cost 23 25 46 53 
Amortization of actuarial losses1,853 2,939 3,705 5,884 
Net periodic benefit cost $1,677 $3,735 $3,359 $7,457 
 
The components of the net periodic other postretirement benefit cost (credit) were as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in thousands)
Service cost$7 $12 $14 $26 
Interest cost167 189 332 378 
Amortization of prior service credit(5)(233)(10)(468)
Amortization of actuarial gains(84)(162)(168)(323)
Net periodic benefit cost (credit)$85 $(194)$168 $(387)



-14-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 11.               Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. The Internal Revenue Service, or IRS, has completed its review of the 2022 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2023 and 2024 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.


Note 12.               Treasury Stock

On March 4, 2022, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2026. We did not repurchase any shares of our common stock pursuant to this authorization during the six months ended June 30, 2024. At June 30, 2024, we had approximately $93.3 million remaining under this authorization for the repurchase of our common stock.

During the first six months of 2024, we issued 455,494 treasury shares which had an average cost of $3.19 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans. In accordance with the applicable agreements for such restricted stock units, we repurchased 176,093 shares of our common stock at an average cost of $43.92 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of June 30, 2024, 68,333,140 shares of our common stock were held in treasury.


Note 13.             Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors. During the first six months of 2024, 476,872 restricted stock units were granted to certain of our officers, other key employees and outside directors. The fair value of these restricted stock units at the grant date was $21.0 million, which is being amortized ratably over the respective vesting period from the grant date.



-15-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Note 14.             Segment Information

We evaluate performance of our business segments and allocate resources based on the adjusted EBIT of our business segments. Adjusted EBIT is not a defined term under GAAP. We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans, rationalization charges and costs attributed to announced acquisitions. Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

Reportable segment information was as follows:
Dispensing and Specialty ClosuresMetal
Containers
Custom
Containers
CorporateTotal
 (Dollars in thousands)
Three Months Ended June 30, 2024     
Net sales$565,377 $650,796 $165,192 $ $1,381,365 
Income before interest and income taxes78,901 56,318 20,542 (13,908)141,853 
Adjusted EBIT92,707 58,513 22,545 (8,401)165,364 
Depreciation25,384 18,892 8,823 47 53,146 
Three Months Ended June 30, 2023     
Net sales$560,096 $710,864 $155,767 $ $1,426,727 
Income before interest and income taxes63,717 73,581 16,963 (10,268)143,993 
Adjusted EBIT76,882 75,740 18,444 (10,268)160,798 
Depreciation25,756 18,528 8,999 18 53,301 
Six Months Ended June 30, 2024     
Net sales$1,101,297 $1,267,925 $329,181 $ $2,698,403 
Income before interest and income taxes138,661 97,983 38,328 (21,400)253,572 
Adjusted EBIT170,557 103,467 42,713 (15,893)300,844 
Depreciation50,535 37,805 17,887 68 106,295 
Six Months Ended June 30, 2023     
Net sales$1,140,028 $1,380,960 $324,020 $ $2,845,008 
Income before interest and income taxes134,663 121,378 35,414 (16,234)275,221 
Adjusted EBIT159,818 128,140 38,478 (16,234)310,202 
Depreciation50,515 36,516 17,834 58 104,923 


-16-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2024 and 2023 and for the
three and six months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
 (Dollars in thousands)
Total adjusted EBIT $165,364 $160,798 $300,844 $310,202 
Less:
Acquired intangible asset amortization expense12,356 13,304 25,637 26,525 
Other pension (income) expense for U.S. pension plans(1,211)834 (2,422)1,668 
Rationalization charges6,859 2,667 18,550 6,788 
Costs attributed to announced acquisitions5,507  5,507  
Income before interest and income taxes141,853 143,993 253,572 275,221 
Less interest and other debt expense41,343 46,792 79,990 83,558 
Income before income taxes$100,510 $97,201 $173,582 $191,663 

Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter.


Note 15.             Subsequent Event

On July 24, 2024, the Company announced it entered into a sale and purchase agreement to acquire Weener Plastics Holding B.V., or Weener, a leading producer of differentiated dispensing solutions for personal care, food and healthcare products, for an enterprise value of €838 million. Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities. For the year ended December 31, 2023, Weener generated sales of approximately $471 million. This proposed acquisition is expected to close in the fourth quarter of 2024 and is subject to applicable regulatory approvals and certain other customary conditions. The purchase price for this proposed acquisition is subject to certain adjustments set forth in the sale and purchase agreement. The Company expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under the Credit Agreement.


-17-


Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended.  Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our other filings with the Securities and Exchange Commission.  As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.
 

General

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products.  We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns.  We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.








-18-



RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:
Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Net sales
Dispensing and Specialty Closures40.9 %39.3 %40.8 %40.1 %
Metal Containers47.1 49.8 47.0 48.5 
Custom Containers12.0 10.9 12.2 11.4 
Consolidated100.0 100.0 100.0 100.0 
Cost of goods sold81.5 82.5 82.2 82.8 
Gross profit18.5 17.5 17.8 17.2 
Selling, general and administrative expenses7.8 7.1 7.7 7.2 
Rationalization charges0.4 0.2 0.7 0.2 
Other pension and postretirement expense (income)— 0.1 — 0.1 
Income before interest and income taxes10.3 10.1 9.4 9.7 
Interest and other debt expense3.0 3.3 2.9 3.0 
Income before income taxes7.3 6.8 6.5 6.7 
Provision for income taxes1.8 1.3 1.6 1.4 
Net income5.5 %5.5 %4.9 %5.3 %

Summary unaudited results of operations for the periods presented are provided below.
Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(dollars in millions)
Net sales  
Dispensing and Specialty Closures$565.4 $560.1 $1,101.3 $1,140.0 
Metal Containers650.8 710.8 1,267.9 1,381.0 
Custom Containers165.2 155.8 329.2 324.0 
Consolidated$1,381.4 $1,426.7 $2,698.4 $2,845.0 
Income before interest and income taxes
Dispensing and Specialty Closures$78.9 $63.7 $138.7 $134.7 
Metal Containers56.3 73.6 98.0 121.4 
Custom Containers20.5 17.0 38.3 35.4 
Corporate(13.9)(10.3)(21.4)(16.3)
Consolidated$141.8 $144.0 $253.6 $275.2 



Net Sales.  In the second quarter of 2024, consolidated net sales were $1.38 billion, a decrease of $45.3 million, or 3.2 percent, as compared to the second quarter of 2023 primarily due to the unfavorable impact from the pass through of lower raw material costs in the dispensing and specialty closures and metal containers segments, a less favorable mix of products sold in the custom containers segment and the impact from unfavorable foreign currency translation. These decreases were partially offset by higher volumes across all segments, a more favorable mix of products sold in the dispensing and specialty closures segment and the pass through of higher raw material costs in the custom containers segment.

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In the first six months of 2024, consolidated net sales were $2.7 billion, a decrease of $146.6 million, or 5.2 percent, as compared to the first six months of 2023 primarily due to the unfavorable impact from the pass through of lower raw material costs in the dispensing and specialty closures and metal containers segments, lower volumes in the dispensing and specialty closures and metal containers segments and a less favorable mix of products sold in the custom containers segment. These decreases were partially offset by a more favorable mix of products sold in the dispensing and specialty closures and metal containers segments, higher volumes and the pass through of higher raw material costs in the custom containers segment and the impact from favorable foreign currency translation.

Gross Profit.  Gross profit margin increased 1.0 percentage points to 18.5 percent in the second quarter of 2024 and increased 0.6 percentage points to 17.8 percent in the first six months of 2024 as compared to the same periods in 2023 primarily for the reasons discussed below in "Income before Interest and Income Taxes."

Selling, General and Administrative Expenses.  In the second quarter of 2024, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.8 percent as compared to 7.1 percent in the second quarter of 2023. For the second quarter of 2024, selling, general and administrative expenses increased $5.5 million to $107.7 million as compared to the second quarter of 2023. In the first six months of 2024, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.7 percent as compared to 7.2 percent in the first six months of 2023. In the first six months of 2024, selling, general and administrative expenses increased $4.7 million to $208.2 million as compared to the first six months of 2023. The increase in selling, general and administrative expenses for each of the second quarter and the first six months of 2024 was primarily due to $5.5 million of costs attributed to announced acquisitions in the second quarter of 2024, partially offset by the write-off in the prior year period of a tax indemnity from a historical acquisition.

Income before Interest and Income Taxes.  In the second quarter of 2024, income before interest and income taxes decreased by $2.1 million to $141.9 million as compared to $144.0 million in the second quarter of 2023, while margins increased to 10.3 percent from 10.1 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of the unfavorable impact of lower fixed cost absorption in the metal containers segment as a result of a significantly lower inventory build due to a reduction in pack plans of a large fruit and vegetable customer to reduce its working capital, higher selling, general and administrative costs and higher rationalization charges, partially offset by improved manufacturing productivity and cost performance in the dispensing and specialty closures segment, higher volumes across all segments and a more favorable mix of products sold in the dispensing and specialty closures segment. Rationalization charges were $6.9 million and $2.7 million in the second quarters of 2024 and 2023, respectively.

In the first six months of 2024, income before interest and income taxes decreased by $21.6 million to $253.6 million as compared to $275.2 million in the second quarter of 2023, and margins decreased to 9.4 percent from 9.7 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of the unfavorable impact of lower fixed cost absorption in the metal containers segment as a result of a significantly lower inventory build due to a reduction in pack plans of a large fruit and vegetable customer to reduce its working capital, the unfavorable impact in the metal containers segment of selling higher cost metal inventory from the prior year due to lower metal costs in 2024, lower volumes in the dispensing and specialty closures and metal containers segments, higher rationalization charges and higher selling, general and administrative costs, partially offset by improved manufacturing productivity and cost performance in the dispensing and specialty closures segment, a more favorable mix of products sold in the dispensing and specialty closures and metal containers segments and higher volumes in the custom containers segment. Rationalization charges were $18.6 million and $6.8 million in the first six months of 2024 and 2023, respectively.

Interest and Other Debt Expense. In the second quarter of 2024, interest and other debt expense decreased $5.5 million to $41.3 million as compared to $46.8 million in the second quarter of 2023. In the first six months of 2024, interest and other debt expense decreased $3.6 million to $80.0 million as compared to $83.6 million in the first six months of 2023. These decreases were primarily due to the write-off in the prior year periods of $3.5 million of accrued interest income associated with a historical acquisition tax indemnity and lower average borrowings in the current year periods, partially offset by the impact of higher weighted average interest rates.

Provision for Income Taxes. For the second quarters of 2024 and 2023, the effective tax rates were 24.3 percent and 18.8 percent, respectively. For the first six months of 2024 and 2023, the effective tax rates were 24.4 percent and 21.3 percent, respectively. The effective tax rates in the second quarter and the first six months of 2023 were favorably impacted by the reversal of tax reserves associated with a historical acquisition indemnity which unfavorably impacted corporate and interest expense in both periods.

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Non-GAAP Measures

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures.

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. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

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

Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in millions)
Dispensing and Specialty Closures
Income before interest and income taxes (EBIT)$78.9 $63.7 $138.7 $134.7 
Acquired intangible asset amortization expense10.9 11.8 22.6 23.6 
Other pension (income) expense for U.S. pension plans(0.3)0.2 (0.5)0.3 
Rationalization charges3.2 1.2 9.7 1.3 
Adjusted EBIT$92.7 $76.9 $170.5 $159.9 
Metal Containers
Income before interest and income taxes (EBIT)$56.3 $73.6 $98.0 $121.4 
Acquired intangible asset amortization expense0.3 0.3 0.7 0.6 
Other pension (income) expense for U.S. pension plans(0.6)0.3 (1.3)0.7 
Rationalization charges2.5 1.5 6.1 5.4 
Adjusted EBIT$58.5 $75.7 $103.5 $128.1 
Custom Containers
Income before interest and income taxes (EBIT)$20.5 $17.0 $38.3 $35.4 
Acquired intangible asset amortization expense1.1 1.2 2.3 2.3 
Other pension (income) expense for U.S. pension plans(0.3)0.3 (0.6)0.7 
Rationalization charges1.2 — 2.7 0.1 
Adjusted EBIT$22.5 $18.5 $42.7 $38.5 
Corporate
Loss before interest and income taxes (EBIT)$(13.9)$(10.3)$(21.4)$(16.3)
Costs attributed to announced acquisitions5.5 — 5.5 — 
Adjusted EBIT$(8.4)$(10.3)$(15.9)$(16.3)
Total adjusted EBIT$165.3 $160.8 $300.8 $310.2 


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Dispensing and Specialty Closures Segment
Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in millions)
Net sales$565.4 $560.1 $1,101.3 $1,140.0
Income before interest and income taxes (EBIT)78.9 63.7 138.7 134.7 
Income before interest and income taxes margin (EBIT margin)14.0 %11.4 %12.6 %11.8 %
Adjusted EBIT$92.7 $76.9 $170.5 $159.9
Adjusted EBIT margin16.4 %13.7 %15.5 %14.0 %

In the second quarter of 2024, net sales for the dispensing and specialty closures segment increased $5.3 million, or 0.9 percent, as compared to the second quarter of 2023. This increase was primarily the result of higher unit volumes of approximately one percent and a more favorable mix of products sold, partially offset by the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $4.0 million.

In the first six months of 2024, net sales for the dispensing and specialty closures segment decreased $38.7 million, or 3.4 percent, as compared to the first six months of 2023. This decrease was primarily the result of lower unit volumes of approximately three percent and the pass through of lower raw material costs, partially offset by the impact of favorable foreign currency translation of approximately $2.0 million and a more favorable mix of products sold. The decrease in unit volumes was principally the result of lower volumes for closures for food and beverage markets due to customer destocking priorities.

In the second quarter of 2024, adjusted EBIT of the dispensing and specialty closures segment increased $15.8 million as compared to the second quarter of 2023, and adjusted EBIT margin increased to 16.4 percent from 13.7 percent over the same periods. The increase in adjusted EBIT was primarily due to the unfavorable impact in the prior year period of higher costs related to labor challenges that limited output at a U.S. food and beverage closures facility, a more favorable mix of products sold, higher unit volumes and improved manufacturing productivity.

In the first six months of 2024, adjusted EBIT of the dispensing and specialty closures segment increased $10.6 million as compared to the first six months of 2023, and adjusted EBIT margin increased to 15.5 percent from 14.0 percent over the same periods. The increase in adjusted EBIT was primarily due to the unfavorable impact in the prior year period of higher costs related to labor challenges that limited output at a U.S. food and beverage closures facility, a more favorable mix of products sold and improved manufacturing productivity, partially offset by lower unit volumes.


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Metal Containers Segment
Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in millions)
Net sales$650.8 $710.8 $1,267.9 $1,381.0 
Income before interest and income taxes (EBIT)56.3 73.6 98.0 121.4 
Income before interest and income taxes margin (EBIT margin)8.7 %10.4 %7.7 %8.8 %
Adjusted EBIT$58.5 $75.7 $103.5 $128.1 
Adjusted EBIT margin9.0 %10.6 %8.2 %9.3 %

In the second quarter of 2024, net sales for the metal containers segment decreased $60.0 million, or 8.4 percent, as compared to the second quarter of 2023. This decrease was primarily the result of the contractual pass through of lower raw material costs as compared to the lagged contractual pass through of inflation in labor and other manufacturing costs in the prior year period, partially offset by higher unit volumes of approximately one percent.

In the first six months of 2024, net sales for the metal containers segment decreased $113.1 million, or 8.2 percent, as compared to the first six months of 2023. This decrease was primarily the result of the contractual pass through of lower raw material costs as compared to the lagged contractual pass through of inflation in labor and other manufacturing costs in the prior year period and lower unit volumes of approximately two percent, partially offset by a more favorable mix of products sold and the impact of favorable foreign currency translation of approximately $3.0 million. The decrease in unit volumes was principally the result of customer destocking across several categories in the first quarter of 2024 as compared to very strong customer demand in the first quarter of 2023.

In the second quarter of 2024, adjusted EBIT of the metal containers segment decreased $17.2 million as compared to the second quarter of 2023, and adjusted EBIT margin decreased to 9.0 percent from 10.6 percent for the same periods. The decrease in adjusted EBIT was primarily due to the unfavorable impact of lower fixed cost absorption as a result of a significantly lower inventory build due to the reduction in pack plans of a large fruit and vegetable customer to reduce its working capital, partially offset by higher unit volumes.

In the first six months of 2024, adjusted EBIT of the metal containers segment decreased $24.6 million as compared to the first six months of 2023, and adjusted EBIT margin decreased to 8.2 percent from 9.3 percent for the same periods. The decrease in adjusted EBIT was primarily due to the unfavorable impact of lower fixed cost absorption as a result of a significantly lower inventory build due to the reduction in pack plans of a large fruit and vegetable customer to reduce its working capital, the unfavorable impact of selling higher cost inventory from the prior year in our European operations due to lower metal costs in 2024, and lower unit volumes, partially offset a more favorable mix of products sold.


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Custom Containers Segment
Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
(Dollars in millions)
Net sales$165.2 $155.8 $329.2 $324.0 
Income before interest and income taxes (EBIT)20.5 17.0 38.3 35.4 
Income before interest and income taxes margin (EBIT margin)12.4 %10.9 %11.6 %10.9 %
Adjusted EBIT$22.5 $18.5 $42.7 $38.5 
Adjusted EBIT margin13.6 %11.9 %13.0 %11.9 %

In the second quarter of 2024, net sales for the custom containers segment increased $9.4 million, or 6.0 percent, as compared to the second quarter of 2023. This increase was principally due to higher volumes of approximately seven percent partly driven by earlier than expected commercialization of new business awards and the pass through of higher raw material costs, partially offset by a less favorable mix of products sold and the impact of unfavorable foreign currency translation of $1.0 million.

In the first six months of 2024, net sales for the custom containers segment increased $5.2 million, or 1.6 percent, as compared to the first six months of 2023. This increase was principally due to higher volumes of approximately two percent and the pass through of higher raw material costs, partially offset by a less favorable mix of products sold.

In the second quarter of 2024, adjusted EBIT of the custom containers segment increased $4.0 million as compared to the second quarter of 2023, and adjusted EBIT margin increased to 13.6 percent from 11.9 percent over the same periods. The increase in adjusted EBIT was primarily attributable to higher volumes.

In the first six months of 2024, adjusted EBIT of the custom containers segment increased $4.2 million as compared to the first six months of 2023, and adjusted EBIT margin increased to 13.0 percent from 11.9 percent over the same periods. The increase in adjusted EBIT was primarily attributable to higher volumes.


CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses.

For the six months ended June 30, 2024, we used net borrowings of revolving loans of an aggregate of $664.0 million and cash and cash equivalents of $340.1 million to fund cash used in operations of $526.9 million, decreases in outstanding checks of $160.6 million, the repayment of long-term debt of $100.0 million, net capital expenditures and other investing activities of $128.4 million, dividends paid on our common stock of $41.5 million, the repayment of principal amounts under finance leases of $25.3 million, repurchases of our common stock of $7.7 million and the negative effect of exchange rate changes on cash and cash equivalents of $13.7 million.
For the six months ended June 30, 2023, we used net borrowings of revolving loans and proceeds from other foreign long-term debt of an aggregate of $760.2 million and cash and cash equivalents of $349.0 million (including the positive effect of exchange rate changes of $5.7 million) to fund cash used in operations of $811.7 million, net capital expenditures and other investing activities of $117.0 million, decreases in outstanding checks of $61.4 million, the repayment of long-term debt of $51.9 million, dividends paid on our common stock of $40.4 million, repurchases of our common stock of $31.0 million and the repayment of principal amounts under finance leases of $1.5 million.
At June 30, 2024, we had $665.0 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 June 30, 2024 was $814.5 million.

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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.

We believe that cash generated from operations and funds from borrowings available under the Credit Agreement and other foreign bank loans will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition.

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2024 with all of these covenants.


Supply Chain Finance Program

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 $251.0 million, $321.9 million and $330.2 million at June 30, 2024 and 2023 and December 31, 2023, respectively.

















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Guaranteed Securities

Each of the 3¼% Senior Notes, the 4⅛% Senior Notes, the 2¼% Senior Notes and the 1.4% Senior Secured Notes were issued by Silgan and are guaranteed by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement, collectively the Obligor Group.

The following summarized financial information relates to the Obligor Group as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024. Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information. Investments in subsidiaries of Silgan that are not part of the Obligor Group of $1.6 billion as of June 30, 2024 and December 31, 2023 are not included in noncurrent assets in the table below.

 June 30, 2024Dec. 31, 2023
(Dollars in millions)
  
Current assets$1,571.0$1,403.5
Noncurrent assets3,921.63,988.8
Current liabilities2,060.71,967.8
Noncurrent liabilities3,087.63,123.8

At June 30, 2024 and December 31, 2023, the Obligor Group held current receivables due from other subsidiary companies of $33.4 million and $35.6 million, respectively; long-term notes receivable due from other subsidiary companies of $725.4 million and $748.8 million, respectively; and current payables due to other subsidiary companies of $16.2 million and $10.9 million, respectively.
 Six Months Ended
June 30, 2024
(Dollars in millions)
 
Net sales$1,949.3
Gross profit290.3 
Net income79.2 

For the six months ended June 30, 2024, net income in the table above excludes income from equity method investments of other subsidiary companies of $52.0 million. For the six months ended June 30, 2024, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $28.1 million; net credits from such other subsidiary companies of $13.6 million; and net interest income from such other subsidiary companies of $18.8 million. For the six months ended June 30, 2024, the Obligor Group did not receive dividends from other subsidiary companies.


Rationalization Charges

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $21.1 million and $8.9 million for the six months ended June 30, 2024 and 2023, 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 $5.1 million and $7.9 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.
You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 included elsewhere in this Quarterly Report.
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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international operations, in foreign currency exchange rates. In the normal course of business, we also have risk related to commodity price changes for items such as natural gas. We employ established policies and procedures to manage our exposure to these risks. Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives. We do not utilize derivative financial instruments for trading or other speculative purposes.

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Since such filing, other than the changes discussed in Note 7 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 included elsewhere in this Quarterly Report, there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

 

Item 4.  CONTROLS AND PROCEDURES
 
As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

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Part II.  Other Information

Item 6.  Exhibits

Exhibit NumberDescription
*3.1
22
*31.1
  
*31.2
  
*32.1
 
*32.2
  
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
  
101.SCHInline XBRL Taxonomy Extension Schema Document.
  
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
  
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
  
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
 
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
___________________ 
*Filed herewith.

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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 SILGAN HOLDINGS INC.
   
   
   
Dated: August 8, 2024/s/ Kimberly I. Ulmer                  
 Kimberly I. Ulmer
 Senior Vice President and
 Chief Financial Officer
 (Principal Financial and
 Accounting Officer)

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