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 September 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

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware		06-1269834
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)
4 Landmark Square
Stamford,	Connecticut	06901
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	New 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 October 31, 2023, the number of shares outstanding of the Registrant’s common stock was 106,498,436.

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SILGAN HOLDINGS INC.
TABLE OF CONTENTS
	Page No.
Part I.  Financial Information	3
Item 1.    Financial Statements	3
Condensed Consolidated Balance Sheets at September 30, 2023 and 2022 and December 31, 2022	3
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022	4
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022	5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	6
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022	7
Notes to Condensed Consolidated Financial Statements	8
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.    Controls and Procedures	28
Part II.  Other Information	29
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.    Exhibits	30
Signatures	31

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Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	Sept. 30, 2023		Sept. 30, 2022		Dec. 31, 2022
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	307,124	$	243,609	$	585,622
Trade accounts receivable, net	1,295,882		1,124,051		657,968
Inventories	919,013		851,070		769,403
Prepaid expenses and other current assets	139,803		113,498		119,659
Total current assets	2,661,822		2,332,228		2,132,652
Property, plant and equipment, net	1,911,638		1,886,596		1,931,497
Goodwill	1,979,693		1,914,894		1,984,952
Other intangible assets, net	724,340		757,882		763,812
Other assets, net	534,814		627,813		532,844
	$	7,812,307	$	7,519,413	$	7,345,757
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	897,809	$	591,287	$	80,061
Trade accounts payable	651,991		688,383		974,030
Accrued payroll and related costs	96,375		110,358		98,914
Accrued liabilities	269,386		291,384		284,855
Total current liabilities	1,915,561		1,681,412		1,437,860
Long-term debt	3,312,685		3,246,738		3,345,381
Deferred income taxes	380,250		425,181		388,677
Other liabilities	421,922		472,851		455,583
Stockholders’ equity:
Common stock	1,751		1,751		1,751
Paid-in capital	349,634		335,924		339,839
Retained earnings	3,163,161		2,954,292		2,961,079
Accumulated other comprehensive loss	(309,586)		(365,356)		(345,310)
Treasury stock	(1,423,071)		(1,233,380)		(1,239,103)
Total stockholders’ equity	1,781,889		1,693,231		1,718,256
	$	7,812,307	$	7,519,413	$	7,345,757

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and nine months ended September 30, 2023 and 2022

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
Net sales	$	1,803,101	$	1,970,445	$	4,648,109	$	4,956,112
Cost of goods sold	1,517,183		1,662,680		3,874,100		4,140,968
Gross profit	285,918		307,765		774,009		815,144
Selling, general and administrative expenses	84,320		96,680		287,821		320,521
Rationalization charges	6,424		2,726		13,212		7,533
Other pension and postretirement expense (income)	1,083		(11,051)		3,664		(33,729)
Income before interest and income taxes	194,091		219,410		469,312		520,819
Interest and other debt expense before loss on     early extinguishment of debt	47,264		33,743		130,822		91,752
Loss on early extinguishment of debt	—		—		—		1,481
Interest and other debt expense	47,264		33,743		130,822		93,233
Income before income taxes	146,827		185,667		338,490		427,586
Provision for income taxes	36,210		46,964		76,954		111,333
Net income	$	110,617	$	138,703	$	261,536	$	316,253
Earnings per share:
Basic net income per share	$	1.02	$	1.26	$	2.39	$	2.86
Diluted net income per share	$	1.02	$	1.25	$	2.38	$	2.85
Weighted average number of shares:
Basic	108,421		110,281		109,583		110,572
Effect of dilutive securities	331		460		428		548
Diluted	108,752		110,741		110,011		111,120

See accompanying notes.

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 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended September 30, 2023 and 2022

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
Net income	$	110,617	$	138,703	$	261,536	$	316,253
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	1,995		693		5,518		1,731
Change in fair value of derivatives	1,865		421		5,230		2,698
Foreign currency translation	(33,892)		(58,254)		24,976		(109,957)
Other comprehensive (loss) income	(30,032)		(57,140)		35,724		(105,528)
Comprehensive income	$	80,585	$	81,563	$	297,260	$	210,725

See accompanying notes.

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 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2023 and 2022

(Dollars in thousands)

(Unaudited)

	2023		2022
Cash flows provided by (used in) operating activities:
Net income	$	261,536	$	316,253
Adjustments to reconcile net income to net cash     provided by (used in) operating activities:
Depreciation and amortization	200,747		201,912
Rationalization charges	13,212		7,533
Stock compensation expense	11,348		12,917
Loss on early extinguishment of debt	—		1,481
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net	(638,282)		(459,131)
Inventories	(152,891)		(92,181)
Trade accounts payable	(233,724)		(165,717)
Accrued liabilities	(31,055)		64,458
Other, net	(26,933)		(5,047)
Net cash (used in) operating activities	(596,042)		(117,522)
Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired	—		(1,333)
Capital expenditures	(173,453)		(162,271)
Other, net	2,895		1,993
Net cash (used in) investing activities	(170,558)		(161,611)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	1,119,960		813,628
Repayments under revolving loans	(283,275)		(290,327)
Proceeds from issuance of long-term debt	8,649		6,042
Repayments of long-term debt	(52,650)		(300,314)
Changes in outstanding checks - principally vendors	(61,433)		(225,863)
Dividends paid on common stock	(59,712)		(54,325)
Repurchase of common stock	(183,939)		(39,402)
Net cash provided by (used in) financing activities	487,600		(90,561)
Effect of exchange rate changes on cash and cash equivalents	502		(18,136)
Cash and cash equivalents:
Net (decrease)	(278,498)		(387,830)
Balance at beginning of year	585,622		631,439
Balance at end of period	$	307,124	$	243,609
Interest paid, net	$	123,944	$	91,037
Income taxes paid, net	95,911		66,959

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2023 and 2022

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
Common stock - shares outstanding
Balance at beginning of period	109,946		110,215		110,079		110,410
Net issuance of treasury stock for vested   restricted stock units	—		—		312		455
Repurchases of common stock	(3,448)		—		(3,893)		(650)
Balance at end of period	106,498		110,215		106,498		110,215
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	345,442		331,877		339,839		325,448
Stock compensation expense	4,192		4,047		11,348		12,917
Net issuance of treasury stock for vested   restricted stock units	—		—		(1,553)		(2,441)
Balance at end of period	349,634		335,924		349,634		335,924
Retained earnings
Balance at beginning of period	3,072,021		2,833,431		2,961,079		2,691,745
Net income	110,617		138,703		261,536		316,253
Dividends declared on common stock	(19,477)		(17,842)		(59,454)		(53,706)
Balance at end of period	3,163,161		2,954,292		3,163,161		2,954,292
Accumulated other comprehensive loss
Balance at beginning of period	(279,554)		(308,216)		(345,310)		(259,828)
Other comprehensive (loss) income	(30,032)		(57,140)		35,724		(105,528)
Balance at end of period	(309,586)		(365,356)		(309,586)		(365,356)
Treasury stock
Balance at beginning of period	(1,268,524)		(1,233,380)		(1,239,103)		(1,196,420)
Net issuance of treasury stock for vested   restricted stock units	—		—		(7,664)		(10,593)
Repurchases of common stock	(154,547)		—		(176,304)		(26,367)
Balance at end of period	(1,423,071)		(1,233,380)		(1,423,071)		(1,233,380)
Total stockholders’ equity	$	1,781,889	$	1,693,231	$	1,781,889	$	1,693,231
Dividends declared on common stock per share	$	0.18	$	0.16	$	0.54	$	0.48

See accompanying notes.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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, 2022 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, 2022.

Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2023 assessment performed during the third quarter.

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 Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
Dispensing and Specialty Closures	$	559,081	$	575,530	$	1,699,109	$	1,775,888
Metal Containers	1,094,609		1,212,034		2,475,569		2,617,156
Custom Containers	149,411		182,881		473,431		563,068
	$	1,803,101	$	1,970,445	$	4,648,109	$	4,956,112

Revenues by geography were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
North America	$	1,437,539	$	1,592,775	$	3,555,971	$	3,833,613
Europe and other	365,562		377,670		1,092,138		1,122,499
	$	1,803,101	$	1,970,445	$	4,648,109	$	4,956,112

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $104.2 million, $113.3 million, and $110.2 million as of September 30, 2023 and 2022 and December 31, 2022, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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 Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
Dispensing and Specialty Closures	$	3,836	$	346	$	5,164	$	346
Metal Containers	2,588		2,480		7,944		7,182
Custom Containers	—		(100)		104		5
	$	6,424	$	2,726	$	13,212	$	7,533

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, 2022	$	31,641	$	159	$	—	$	31,800
Charged to expense	5,947		3,890		3,375		13,212
Utilized and currency translation	(6,647)		(3,885)		(3,375)		(13,907)
Balance at September 30, 2023	$	30,941	$	164	$	—	$	31,105

Rationalization reserves as of September 30, 2023 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $4.1 million and other liabilities of $27.0 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 $6.6 million and $9.9 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 $0.9 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 $0.8 million in 2023 and $2.6 million annually thereafter through 2040.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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, 2022	$	(156,733)	$	(772)	$	(187,805)	$	(345,310)
Other comprehensive income before reclassifications	—		4,938		1,387		6,325
Amounts reclassified from accumulated other     comprehensive loss	5,518		292		23,589		29,399
Other comprehensive income	5,518		5,230		24,976		35,724
Balance at September 30, 2023	$	(151,215)	$	4,458	$	(162,829)	$	(309,586)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2023 were net (losses) of $(2.5) million and $(7.7) million, respectively, excluding income tax benefits of $0.5 million and $2.2 million, respectively. For the three and nine months ended September 30, 2023, these net (losses) consisted of amortization of net actuarial (losses) of $(2.7) million and $(8.3) million and amortization of net prior service credit of $0.2 million and $0.6 million, respectively. Amortization of net actuarial losses and net prior service credit 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 nine months ended September 30, 2023 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2023 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 $(45.5) million and $(3.8) million, respectively, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.1 million and $2.0 million, respectively, and (iii) foreign currency gains related to our net investment hedges of $15.0 million and $4.1 million, respectively, excluding income tax (provisions) of $(3.6) million and $(1.0) million, respectively. See Note 7 for further discussion. Amounts reclassified from accumulated other comprehensive loss related to foreign currency translation for the nine months ended September 30, 2023 related to the shutdown of our metal container manufacturing facilities in Russia.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Note 5.               Inventories

Inventories consisted of the following: 

	Sept. 30, 2023		Sept. 30, 2022		Dec. 31, 2022
	(Dollars in thousands)
Raw materials	$	460,137	$	452,307	$	409,349
Work-in-process	220,164		231,036		218,691
Finished goods	565,790		542,044		469,212
Other	17,234		16,857		16,463
	1,263,325		1,242,244		1,113,715
Adjustment to value inventory at cost on the LIFO method	(344,312)		(391,174)		(344,312)
	$	919,013	$	851,070	$	769,403

Note 6.               Long-Term Debt

Long-term debt consisted of the following: 

	Sept. 30, 2023		Sept. 30, 2022		Dec. 31, 2022
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	818,000	$	497,000	$	—
U.S. term loans	950,000		1,000,000		1,000,000
Other foreign bank revolving and term loans	75,502		66,649		49,673
Total bank debt	1,843,502		1,563,649		1,049,673
3¼% Senior Notes	688,155		636,740		693,680
4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	529,350		489,800		533,600
1.4% Senior Secured Notes	500,000		500,000		500,000
Finance leases	63,663		66,109		65,667
Total debt - principal	4,224,670		3,856,298		3,442,620
Less unamortized debt issuance costs and debt discount	14,176		18,273		17,178
Total debt	4,210,494		3,838,025		3,425,442
Less current portion	897,809		591,287		80,061
	$	3,312,685	$	3,246,738	$	3,345,381

At September 30, 2023, the current portion of long-term debt consisted of $818.0 million of U.S. revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $51.9 million of other foreign bank revolving and term loans and $27.9 million of finance leases.

On June 22, 2023, we and certain of our wholly owned subsidiaries entered into the Fourth Amendment to Amended and Restated Credit Agreement, or the Fourth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Fourth Amendment amended the Credit Agreement to provide for the transition from LIBOR based interest rates to SOFR (Secured Overnight Financing Rates) and SONIA (Sterling Overnight Index Average) based interest rates and to provide for standard interest rate benchmark replacement language. The Fourth Amendment also reduced the spread adjustments for Term SOFR borrowings.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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 September 30, 2023:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	307,124	$	307,124
Liabilities:
Bank debt	$	1,843,502	$	1,843,502
3¼% Senior Notes	688,155		671,385
4⅛% Senior Notes	599,407		536,790
2¼% Senior Notes	529,350		451,149
1.4% Senior Secured Notes	499,862		443,505

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 September 30, 2023 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.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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

We had two U.S. dollar interest rate swap agreements, each for $50.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations, with a fixed rate of 2.878 percent, that matured on March 24, 2023. 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 nine months ended September 30, 2023. The total fair value of our interest rate swaps agreements in effect at September 30, 2023 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 nine months ended September 30, 2023. 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 September 30, 2023 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 nine months ended September 30, 2023 were $15.0 million and $4.1 million, respectively.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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, qualifying suppliers may elect, but are not obligated, to sell their receivables from us to such financial institution. We agree to pay the financial institution the stated amount of invoices from our suppliers electing to participate on the original maturity dates of the invoices. 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 $294.1 million, $321.9 million and $346.8 million at September 30, 2023 and 2022 and December 31, 2022, 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 (credit) were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
Service cost	$	1,962	$	2,937	$	6,425	$	9,507
Interest cost	8,617		5,131		26,050		15,430
Expected return on plan assets	(10,211)		(17,220)		(30,587)		(51,849)
Amortization of prior service cost	29		62		82		170
Amortization of actuarial losses	2,845		1,370		8,729		3,682
Net periodic benefit cost (credit)	$	3,242	$	(7,720)	$	10,699	$	(23,060)

The components of the net periodic other postretirement benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
Service cost	$	12	$	5	$	38	$	56
Interest cost	181		96		559		314
Amortization of prior service credit	(237)		(415)		(705)		(1,247)
Amortization of actuarial gains	(141)		(75)		(464)		(229)
Net periodic benefit credit	$	(185)	$	(389)	$	(572)	$	(1,106)

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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 2021 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2022 and 2023 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. During the nine months ended September 30, 2023, we repurchased an aggregate of 3,893,098 shares of our common stock at an average price per share of $44.86, for a total purchase price of $174.6 million. At September 30, 2023, we had approximately $93.3 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2023, we issued 487,409 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 a prior stock-based compensation plan. In accordance with the applicable agreements for such restricted stock units, we repurchased 174,882 shares of our common stock at an average cost of $52.71 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 September 30, 2023, 68,614,060 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. In May and June of 2023, 293,190 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 $13.6 million, which is being amortized ratably over the respective vesting period from the grant date.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine 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 expense (income) for U.S. pension plans, rationalization charges, the impact from charges for the write-up of acquired inventory required under purchase accounting, the charge for the European Commission settlement and costs attributed to announced acquisitions. We began using adjusted EBIT in 2023. Previously, we used segment income, without any adjustments, for our business segments. We have provided adjusted EBIT for 2022 below for comparative purposes. 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 Closures		Metal Containers		Custom Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended September 30, 2023
Net sales	$	559,081	$	1,094,609	$	149,411	$	—	$	1,803,101
Adjusted EBIT	93,786		113,519		11,839		(4,711)		214,433
Depreciation	25,691		18,177		8,089		8		51,965
Three Months Ended September 30, 2022
Net sales	$	575,530	$	1,212,034	$	182,881	$	—	$	1,970,445
Adjusted EBIT	88,305		117,612		22,791		(5,282)		223,426
Depreciation	24,541		17,509		8,752		39		50,841
Nine Months Ended September 30, 2023
Net sales	$	1,699,109	$	2,475,569	$	473,431	$	—	$	4,648,109
Adjusted EBIT	253,604		241,659		50,317		(20,945)		524,635
Depreciation	76,206		54,693		25,923		66		156,888
Nine Months Ended September 30, 2022
Net sales	$	1,775,888	$	2,617,156	$	563,068	$	—	$	4,956,112
Adjusted EBIT	285,173		214,002		75,606		(17,283)		557,498
Depreciation	74,010		57,798		26,291		120		158,219

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in thousands)
Total adjusted EBIT	$	214,433	$	223,426	$	524,635	$	557,498
Less:
Acquired intangible asset amortization expense	13,309		12,946		39,834		39,564
Other pension expense (income) for U.S. pension plans	609		(11,656)		2,277		(35,621)
Rationalization charges	6,424		2,726		13,212		7,533
European Commission settlement	—		—		—		25,203
Income before interest and income taxes	194,091		219,410		469,312		520,819
Less interest and other debt expense	47,264		33,743		130,822		93,233
Income before income taxes	$	146,827	$	185,667	$	338,490	$	427,586

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.

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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, 2022 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 of sustainable rigid packaging solutions for the world's essential consumer goods products.  We currently produce dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products; steel and aluminum containers for human and pet food and general line products; and custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products. 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.

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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 Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
Net sales
Dispensing and Specialty Closures	31.0	%	29.2	%	36.5	%	35.8	%
Metal Containers	60.7		61.5		53.3		52.8
Custom Containers	8.3		9.3		10.2		11.4
Consolidated	100.0		100.0		100.0		100.0
Cost of goods sold	84.1		84.4		83.3		83.6
Gross profit	15.9		15.6		16.7		16.4
Selling, general and administrative expenses	4.7		4.9		6.2		6.5
Rationalization charges	0.4		0.1		0.3		0.1
Other pension and postretirement expense (income)	0.1		(0.5)		0.1		(0.7)
Income before interest and income taxes	10.7		11.1		10.1		10.5
Interest and other debt expense	2.6		1.7		2.8		1.9
Income before income taxes	8.1		9.4		7.3		8.6
Provision for income taxes	2.0		2.4		1.7		2.2
Net income	6.1	%	7.0	%	5.6	%	6.4	%

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

	Three Months Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(dollars in millions)
Net sales
Dispensing and Specialty Closures	$	559.1	$	575.5	$	1,699.1	$	1,775.9
Metal Containers	1,094.6		1,212.0		2,475.6		2,617.1
Custom Containers	149.4		182.9		473.4		563.1
Consolidated	$	1,803.1	$	1,970.4	$	4,648.1	$	4,956.1
Income before interest and income taxes
Dispensing and Specialty Closures	$	78.0	$	79.2	$	212.6	$	257.8
Metal Containers	110.1		121.3		231.6		225.6
Custom Containers	10.7		24.3		46.1		79.8
Corporate	(4.7)		(5.4)		(21.0)		(42.4)
Consolidated	$	194.1	$	219.4	$	469.3	$	520.8

Net Sales.  In the third quarter of 2023, consolidated net sales were $1.80 billion, a decrease of $167.3 million, or 8.5 percent, as compared to the third quarter of 2022 primarily due to lower volumes across all segments, non-recurring net sales associated with Russia in the third quarter of 2022, and the unfavorable impact from the pass through of lower resin costs and a less favorable mix of products sold in the custom containers segment. These decreases were partially offset by the impact from favorable foreign currency translation and a more favorable mix of products sold in the metal containers segment.

In the first nine months of 2023, consolidated net sales were $4.65 billion, a decrease of $308.0 million, or 6.2 percent, as compared to the first nine months of 2022 primarily due to lower volumes across all segments, non-recurring net sales

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associated with Russia in the first nine months of 2022, the unfavorable impact from the pass through of lower resin costs in the custom containers segment and a less favorable mix of products sold in the metal containers and custom containers segments. These decreases were partially offset by price increases primarily related to inflation in other manufacturing costs in the dispensing and specialty closures and metal containers segments, a more favorable mix of products sold in the dispensing and specialty closures segment and the impact from favorable foreign currency translation.

Gross Profit.  Gross profit margin increased 0.3 percentage points to 15.9 percent in the third quarter of 2023 and 0.3 percentage points to 16.7 percent in the first nine months of 2023 as compared to the same periods in 2022 primarily for the reasons discussed below in "Income before Interest and Income Taxes."

Selling, General and Administrative Expenses.  In the third quarter of 2023, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 4.7 percent as compared to 4.9 percent in the third quarter of 2022. For the third quarter of 2023, selling, general and administrative expenses decreased $12.4 million to $84.3 million as compared to the third quarter in 2022 primarily due to effective cost management, reduced headcount and lower employee related costs. In the first nine months of 2023, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 6.2 percent as compared to 6.5 percent in the first nine months of 2022. For the first nine months of 2023, selling, general and administrative expenses decreased $32.7 million to $287.8 million as compared to the first nine months in 2022 primarily due to the charge of $25.2 million for the settlement with the European Commission in the prior year period and effective cost management.

Other pension and postretirement expense (income). Other pension and postretirement expense in the third quarter of 2023 was $1.1 million, while other pension and postretirement (income) in the third quarter of 2022 was $(11.1) million. Other pension and postretirement expense in the first nine months of 2023 was $3.7 million, while other pension and postretirement (income) in the first nine months of 2022 was $(33.7) million. These period-over-period changes in other pension and postretirement expense (income) were the result of a lower pension asset balance in 2023 due to a lower rate of return on assets in 2022, higher pension plan interest cost and a decrease in the expected long-term rate of return on U.S. pension plan assets in 2023 from 2022. The expected long-term rate of return on pension plan assets was decreased from 6.9 percent in 2022 to 5.5 percent in 2023 due to planned changes in investment allocations for our U.S. pension plans, which are overfunded with plan assets of approximately 129 percent of projected benefit obligations at December 31, 2022, to a liability driven investment strategy that more closely matches plan assets with plan liabilities primarily using long duration bonds.

Income before Interest and Income Taxes.  In the third quarter of 2023, income before interest and income taxes decreased by $25.3 million to $194.1 million as compared to $219.4 million in the third quarter of 2022, and margins decreased to 10.7 percent from 11.1 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of lower volumes across all segments, the favorable impact in the third quarter of 2022 from an inventory management program in the metal containers segment, other pension and postretirement expense in the third quarter of 2023 as compared to other pension and postretirement income in the third quarter of 2022, higher rationalization charges and a less favorable mix of products sold in the custom containers segment. These decreases were partially offset by higher selling prices primarily related to inflation in other manufacturing costs in the dispensing and specialty closures and metal containers segments, a more favorable mix of products sold in the dispensing and specialty closures and metal containers segments and lower selling, general and administrative costs. Rationalization charges were $6.4 million and $2.7 million in the third quarters of 2023 and 2022, respectively.

In the first nine months of 2023, income before interest and income taxes decreased by $51.5 million to $469.3 million as compared to $520.8 million in the first nine months of 2022, and margins decreased to 10.1 percent from 10.5 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of lower volumes across all segments, the favorable impact in the first nine months of 2022 from an inventory management program in the dispensing and specialty closures and metal containers segments, other pension and postretirement expense in the first nine months of 2023 as compared to other pension and postretirement income in the first nine months of 2022, the unfavorable impact of higher costs related to labor challenges that impacted output at a U.S. food and beverage closures facility, cost recovery in the prior year period of certain customer project expenditures in the dispensing and specialty closures segment, higher rationalization charges and a less favorable mix of products sold in the custom containers segment. These decreases were partially offset by the $25.2 million charge in the prior year period for the settlement with the European Commission, the favorable impact in the first nine months of 2023 from price increases primarily related to inflation in other manufacturing costs in all segments, a more favorable mix of products sold in the dispensing and specialty closures segment and lower selling, general and administrative costs. Rationalization charges were $13.2 million and $7.5 million in the first nine months of 2023 and 2022, respectively.

Interest and Other Debt Expense. In the third quarter of 2023, interest and other debt expense increased $13.6 million to $47.3 million as compared to $33.7 million in the third quarter of 2022. In the first nine months of 2023, interest and other debt

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expense increased $37.6 million to $130.8 million as compared to $93.2 million in the first nine months of 2022. The increases were primarily due to higher weighted average interest rates. The first nine months of 2023 also included the write-off of $3.5 million of accrued interest income associated with a historical acquisition tax indemnity in the second quarter of 2023. The first nine months of 2022 also included a loss on early extinguishment of debt of $1.5 million.

Provision for Income Taxes. For the third quarters of 2023 and 2022, the effective tax rates were 24.7 percent and 25.3 percent, respectively. For the first nine months of 2023 and 2022, the effective tax rates were 22.7 percent and 26.0 percent, respectively. The effective tax rate for the first nine months of 2023 was favorably impacted by the reversal of tax reserves associated with a historical acquisition indemnity which unfavorably impacted corporate and interest expense in such period. The effective tax rate in the first nine months of 2022 was unfavorably impacted by the non-deductible settlement with the European Commission.

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 expense (income) for U.S. pension plans, rationalization charges, the impact from charges for the write-up of acquired inventory required under purchase accounting, the charge for the European Commission settlement 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 expense (income) 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. The write-up of acquired inventory required under purchase accounting is viewed by management as part of the acquisition and is a non-cash charge that is not considered to be indicative of the on-going performance of the acquired operations. The charge for the European Commission settlement is nonrecurring and non-operational and relates to prior years and is not indicative of the on-going cost structure of the Company or its segments. 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 Ended				Nine Months Ended
	Sept. 30, 2023		Sept. 30, 2022		Sept. 30, 2023		Sept. 30, 2022
	(Dollars in millions)
Dispensing and Specialty Closures:
Income before interest and income taxes (EBIT)	$	78.0	$	79.2	$	212.6	$	257.8
Acquired intangible asset amortization expense	11.8		11.5		35.4		35.2
Other pension expense (income) for U.S. pension plans	0.2		(2.6)		0.4		(8.1)
Rationalization charges	3.8		0.3		5.2		0.3
Adjusted EBIT	$	93.8	$	88.4	$	253.6	$	285.2
Metal Containers
Income before interest and income taxes (EBIT)	$	110.1	$	121.3	$	231.6	$	225.6
Acquired intangible asset amortization expense	0.4		0.3		1.1		1.0
Other pension expense (income) for U.S. pension plans	0.4		(6.5)		1.1		(19.8)
Rationalization charges	2.6		2.5		7.9		7.2
Adjusted EBIT	$	113.5	$	117.6	$	241.7	$	214.0
Custom Containers
Income before interest and income taxes (EBIT)	$	10.7	$	24.3	$	46.1	$	79.8
Acquired intangible asset amortization expense	1.1		1.1		3.4		3.4
Other pension expense (income) for U.S. pension plans	—		(2.5)		0.7		(7.7)
Rationalization charges	—		(0.1)		0.1		—
Adjusted EBIT	$	11.8	$	22.8	$	50.3	$	75.5
Corporate
Loss before interest and income taxes (EBIT)	$	(4.7)	$	(5.4)	$	(21.0)	$	(42.4)
European Commission settlement	—		—		—		25.2
Adjusted EBIT	$	(4.7)	$	(5.4)	$	(21.0)	$	(17.2)
Total adjusted EBIT	$	214.4	$	223.4	$	524.6	$	557.5

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Dispensing and Specialty Closures Segment

	Three Months Ended						Nine Months Ended
	Sept. 30, 2023			Sept. 30, 2022			Sept. 30, 2023			Sept. 30, 2022
	(Dollars in millions)
Net sales	$	559.1		$	575.5		$	1,699.1		$	1,775.9
Income before interest and income taxes (EBIT)	78.0			79.2			212.6			257.8
Income before interest and income taxes margin (EBIT margin)	14.0		%	13.8		%	12.5		%	14.5		%
Adjusted EBIT	$	93.8		$	88.4		$	253.6		$	285.2
Adjusted EBIT margin	16.8		%	15.4		%	14.9		%	16.1		%

In the third quarter of 2023, net sales for the dispensing and specialty closures segment decreased $16.4 million, or 2.8 percent, as compared to the second quarter of 2022. This decrease was primarily the result of lower unit volumes of approximately three percent, including from non-recurring net sales associated with Russia in the third quarter of 2022 of $3.8 million, partially offset by the impact of favorable foreign currency translation of approximately $19 million. The decrease in unit volumes was principally the result of lower volumes for closures for international food and beverage markets and non-recurring volumes associated with Russia, partially offset by volume growth in higher margin dispensing products.

In the first nine months of 2023, net sales for the dispensing and specialty closures segment decreased $76.8 million, or 4.3 percent, as compared to the first nine months of 2022. This decrease was primarily the result of lower unit volumes of approximately six percent, including from non-recurring net sales associated with Russia in the first nine months of 2022 of $13.2 million, partially offset by a more favorable mix of products sold, the impact of favorable foreign currency translation of approximately $10 million and higher average selling prices primarily related to inflation in other manufacturing costs. The decrease in unit volumes was principally the result of lower volumes for closures for food and beverage markets and non-recurring volumes associated with Russia, partially offset by volume growth in higher margin dispensing products.

In the third quarter of 2023, adjusted EBIT of the dispensing and specialty closures segment increased $5.4 million as compared to the third quarter of 2022, and adjusted EBIT margin increased to 16.8 percent from 15.4 percent over the same periods. The increase in adjusted EBIT was primarily due to higher selling prices primarily related to inflation in other manufacturing costs, a more favorable mix of products sold and lower selling, general and administrative costs, partially offset by lower unit volumes.

In the first nine months of 2023, adjusted EBIT of the dispensing and specialty closures segment decreased $31.6 million as compared to the first nine months of 2022, and adjusted EBIT margin decreased to 14.9 percent from 16.1 percent over the same periods. The decrease in adjusted EBIT was primarily due to the favorable impact in the first nine months of 2022 from an inventory management program and cost recovery for certain customer project expenditures, lower unit volumes and the unfavorable impact of higher costs related to labor challenges that impacted output at a U.S. food and beverage closures facility, partially offset by a more favorable mix of products sold, higher selling prices primarily related to inflation in other manufacturing costs and lower selling, general and administrative costs.

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Metal Containers Segment

	Three Months Ended						Nine Months Ended
	Sept. 30, 2023			Sept. 30, 2022			Sept. 30, 2023			Sept. 30, 2022
	(Dollars in millions)
Net sales	$	1,094.6		$	1,212.0		$	2,475.6		$	2,617.1
Income before interest and income taxes (EBIT)	110.1			121.3			231.6			225.6
Income before interest and income taxes margin (EBIT margin)	10.1		%	10.0		%	9.4		%	8.6		%
Adjusted EBIT	$	113.5		$	117.6		$	241.7		$	214.0
Adjusted EBIT margin	10.4		%	9.7		%	9.8		%	8.2		%

In the third quarter of 2023, net sales for the metal containers segment decreased $117.4 million, or 9.7 percent, as compared to the second quarter of 2022. This decrease was primarily the result of lower unit volumes of approximately eleven percent, including from non-recurring net sales associated with Russia in the third quarter of 2022 of $16.5 million, partially offset by the impact of favorable foreign currency translation of approximately $8 million and a more favorable mix of products sold. The decrease in unit volumes was principally the result of customer destocking during the quarter and non-recurring volumes associated with Russia.

In the first nine months of 2023, net sales for the metal containers segment decreased $141.5 million, or 5.4 percent, as compared to the first nine months of 2022. This decrease was primarily the result of lower unit volumes of approximately six percent, including from non-recurring net sales associated with Russia in the first nine months of 2022 of $42.1 million, and a less favorable mix of products sold, partially offset by higher average selling prices due to the lagged contractual pass through of inflation in labor and other manufacturing costs and the impact of favorable foreign currency translation of approximately $6 million. The decrease in unit volumes was principally the result of customer destocking during the period and non-recurring volumes associated with Russia.

In the third quarter of 2023, adjusted EBIT of the metal containers segment decreased $4.1 million as compared to the third quarter of 2022, while adjusted EBIT margin increased to 10.4 from 9.7 percent for the same periods. The decrease in adjusted EBIT was primarily due to the favorable impact in the third quarter of 2022 from an inventory management program and lower unit volumes, partially offset by higher average selling prices due to the lagged contractual pass through of inflation in labor and other manufacturing costs, a more favorable mix of products sold and lower selling, general and administrative costs.

In the first nine months of 2023, adjusted EBIT of the metal containers segment increased $27.7 million as compared to the first nine months of 2022, and adjusted EBIT margin increased to 9.8 percent from 8.2 percent for the same periods. The increase in adjusted EBIT was primarily due to higher average selling prices due to the lagged contractual pass through of inflation in labor and other manufacturing costs and lower selling, general and administrative costs, partially offset by the favorable impact in the prior year period from an inventory management program and lower unit volumes.

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Custom Containers Segment

	Three Months Ended						Nine Months Ended
	Sept. 30, 2023			Sept. 30, 2022			Sept. 30, 2023			Sept. 30, 2022
	(Dollars in millions)
Net sales	$	149.4		$	182.9		$	473.4		$	563.1
Income before interest and income taxes (EBIT)	10.7			24.3			46.1			79.8
Income before interest and income taxes margin (EBIT margin)	7.2		%	13.3		%	9.7		%	14.2		%
Adjusted EBIT	$	11.8		$	22.8		$	50.3		$	75.5
Adjusted EBIT margin	7.9		%	12.5		%	10.6		%	13.4		%

In the third quarter of 2023, net sales for the custom containers segment decreased $33.5 million, or 18.3 percent, as compared to the third quarter of 2022. This decrease was principally due to lower volumes of approximately ten percent, the unfavorable impact from the pass through of lower resin costs and a less favorable mix of products sold. The decline in volumes was primarily due to customer destocking during the quarter.

In the first nine months of 2023, net sales for the custom containers segment decreased $89.7 million, or 15.9 percent, as compared to the first nine months of 2022. This decrease was principally due to lower volumes of approximately eleven percent, the unfavorable impact from the pass through of lower resin costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $4 million. The decline in volumes was primarily due to the exiting of lower margin business that did not meet reinvestment criteria and customer destocking during the period.

In the third quarter of 2023, adjusted EBIT of the custom containers segment decreased $11.0 million as compared to the third quarter of 2022, and adjusted EBIT margin decreased to 7.9 percent from 12.5 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes and a less favorable mix of products sold.

In the first nine months of 2023, adjusted EBIT of the custom containers segment decreased $25.2 million as compared to the first nine months of 2022, and adjusted EBIT margin decreased to 10.6 percent from 13.4 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes and a less favorable mix of products sold, partially offset by price increases primarily related to inflation in other manufacturing costs and cost savings.

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.

On June 22, 2023, we and certain of our subsidiaries entered into the Fourth Amendment with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement. The Fourth Amendment amended the Credit Agreement to provide for the transition from LIBOR based interest rates to SOFR (Secured Overnight Financing Rates) and SONIA (Sterling Overnight Index Average) based interest rates and to provide for standard interest rate benchmark replacement language. The Fourth Amendment also reduced the spread adjustments for Term SOFR borrowings.

For the nine months ended September 30, 2023, we used net borrowings of revolving loans and proceeds from other foreign long-term debt of an aggregate of $845.3 million and cash and cash equivalents of $278.5 million (including the positive effect of exchange rate changes of $0.5 million) to fund cash used in operations of $596.0 million, repurchases of our common stock of $183.9 million, net capital expenditures and other investing activities of $170.6 million, decreases in outstanding checks of $61.4 million, dividends paid on our common stock of $59.7 million, and the repayment of long-term debt of $52.7 million.

For the nine months ended September 30, 2022, we used net borrowings of revolving loans and proceeds from other foreign long-term debt of an aggregate of $529.3 million and cash and cash equivalents of $387.8 million to fund the redemption of our 4¾% Senior Notes and other foreign long-term debt for an aggregate of $300.3 million, decreases in outstanding checks of

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$225.9 million, net capital expenditures and other investing activities of $161.6 million, cash used in operations of $117.5 million, dividends paid on our common stock of $54.3 million, repurchases of our common stock of $39.4 million and the negative effect of exchange rate changes on cash and cash equivalents of $18.1 million.

At September 30, 2023, we had $818.0 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 September 30, 2023 was $660.5 million.

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 $350 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 2023 with all of these covenants.

Supply Chain Finance Program

We believe that we negotiate the best terms possible with our suppliers, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, qualifying suppliers may elect, but are not obligated, to sell their 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 receivables sale 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 in establishing 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 $294.1 million, $321.9 million and $346.8 million at September 30, 2023 and 2022 and December 31, 2022, 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 September 30, 2023 and December 31, 2022 and for the nine months ended September 30, 2023. 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 $1.5 billion and $1.4 billion as of September 30, 2023 and December 31, 2022 are not included in noncurrent assets in the table below.

	Sept. 30, 2023	Dec. 31, 2022
	(Dollars in millions)
Current assets	$1,752.1	$1,247.4
Noncurrent assets	3,963.1	4,028.4
Current liabilities	1,592.8	1,077.7
Noncurrent liabilities	3,840.6	3,911.4

At September 30, 2023 and December 31, 2022, the Obligor Group held current receivables due from other subsidiary companies of $30.9 million and $72.4 million, respectively; long-term notes receivable due from other subsidiary companies of $735.6 million and $730.0 million, respectively; and current payables due to other subsidiary companies of $7.7 million and $7.9 million, respectively.

	Nine Months Ended
	Sept. 30, 2023
	(Dollars in millions)
Net sales	$3,450.4
Gross profit	489.1
Net income	174.0

For the nine months ended September 30, 2023, net income in the table above excludes income from equity method investments of other subsidiary companies of $87.6 million. For the nine months ended September 30, 2023, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $37.3 million; net credits from such other subsidiary companies of $19.4 million; and net interest income from such other subsidiary companies of $26.7 million. For the nine months ended September 30, 2023, the Obligor Group received dividends from other subsidiary companies of $15.8 million.

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 $10.5 million and $6.3 million for the nine months ended September 30, 2023 and 2022, 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 $6.6 million and $9.9 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 $0.9 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 $0.8 million in 2023 and $2.6 million annually thereafter through 2040.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 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, 2022. Since such filing, other than the changes discussed in Note 7 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 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 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c) Purchases of Equity Securities By the Issuer and Affiliated Purchasers

The following table provides information about shares of our common stock that we repurchased during the third quarter of 2023:

ISSUER PURCHASES OF EQUITY SECURITIES
				(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
	(a) Total Number of Shares Purchased
		(b) Average Price Paid per Share
July 1-31, 2023	—	$	—	—	$246.2
August 1-31, 2023	2,829,774	$	44.63	2,829,774	$119.9
September 1-30, 2023	618,220	$	43.14	618,220	$93.3
Total	3,447,994	$	44.36	3,447,994	$93.3

(1) 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, of which we had repurchased approximately $53.8 million of our common stock prior to the third quarter of 2023.

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Item 6.  Exhibits

Exhibit Number	Description
*22	Subsidiary Guarantors and Issuers of Guaranteed Securities.
*31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
*31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
*32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
*32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
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.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover 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: November 2, 2023	/s/ Kimberly I. Ulmer
	Kimberly I. Ulmer
	Senior Vice President,
	Chief Financial Officer and Treasurer
	(Principal Financial and
	Accounting Officer)

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