SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021

For the transition period from ________________ to ________________

Commission file number 000-22117

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)

(Registrant's telephone number, including area code)

(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	Nasdaq Global Select Market

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, ~~2020,~~2021, the number of shares outstanding of the Registrant’s common stock was ~~110,885,829.~~110,408,113.

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

See accompanying notes.

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020

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

(Unaudited)

See accompanying notes.

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020

(Dollars in thousands)

(Unaudited)

See accompanying notes.

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, ~~2020~~2021 and ~~2019~~2020

(Dollars in thousands)

(Unaudited)

See accompanying notes.

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020

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

(Unaudited)

See accompanying notes.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, ~~2020~~2021 and ~~2019~~2020 and for the

three and six months then ended is unaudited)

Note 1. Significant Accounting Policies

Basis of ~~Presentation~~.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, ~~2019~~2020 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, ~~2019.~~2020.

~~Recently Adopted Accounting Pronouncements.~~ ~~In June 2016,~~Effective with the ~~Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends~~first quarter of 2021, we renamed our Closures segment as our Dispensing and Specialty Closures segment and our Plastic Containers segment as our Custom Containers segment, in each case to better capture the ~~guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses,~~evolving nature of their products and our ongoing strategic focus. Each of these segments continues to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a resultconsist of the ~~adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of~~same operations ~~or cash flows.~~as prior to it being renamed.

The following tables present our revenues disaggregated by reportable ~~business~~ 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 ~~business~~ segment were as follows:

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
(Dollars in thousands)
Metal containers $ 597,191 $ 575,618 $ 1,105,709 $ 1,082,680
Closures 410,468 363,344 767,619 719,543
Plastic containers 168,811 154,201 333,526 318,071
$ 1,176,470 $ 1,093,163 $ 2,206,854 $ 2,120,294


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(Dollars in thousands)
Dispensing and Specialty Closures	$	545,768	$	410,468	$	1,055,120	$	767,619
Metal Containers	624,534		597,191		1,178,615		1,105,709
Custom Containers	178,359		168,811		353,036		333,526
	$	1,348,661	$	1,176,470	$	2,586,771	$	2,206,854

Revenues by geography were as follows:

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $92.6 million, $80.4 million, and $83.0 million as of June 30, 2021 and 2020 and December 31, 2020, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, ~~2020~~2021 and ~~2019~~2020 and for the

three and six months then ended is unaudited)

Our contracts generally include standard commercial payment terms generally acceptable in each region. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry. We have no significant obligations for refunds, warranties or similar obligations. Trade accounts receivable, net are shown separately on our Condensed Consolidated Balance Sheet. Contract assets are the result of the timing of revenue recognition, billings and cash collections. Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $80.4 million, $77.2 million, and $71.1 million as of June 30, 2020 and 2019 and December 31, 2019, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet.

~~Note 3. Acquisitions~~

~~Cobra Plastics Acquisition~~

On February 4, 2020 we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer and seller of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. The purchase price for this acquisition of $39.8 million, net of cash acquired, was primarily funded with revolving loan borrowings under our amended and restated senior secured credit facility, or the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.4 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our closures business since the acquisition date and were not significant since such date.

~~Albéa Dispensing Business Acquisition~~

On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. This acquisition is strategically important for us, as it expands our closures franchise and, in particular, our dispensing systems operations. The Albéa Dispensing Business is included in our closures business as of the acquisition date.

We acquired the Albéa Dispensing Business for a purchase price in cash of $901.3 million, net of cash acquired. The purchase price is subject to adjustment for working capital, other current assets and current liabilities and net indebtedness. We incurred acquisition related costs for the Albéa Dispensing Business totaling $16.1 million and $18.3 million for the three and six months ended June 30, 2020, respectively, which are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings under the Credit Agreement, including a delayed draw term loan of $900 million. See Note 8 for further information.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 9). The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to such valuations. In connection with this acquisition, we recorded a charge of $3.5 million related to the write-up of acquired inventory of the Albéa Dispensing Business as a result of purchase accounting.

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

~~The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands)~~

Goodwill of $508.9 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets consist of customer relationships of $260.0 million with an estimated remaining life of 24 years and technology know-how of $27.0 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.

Our consolidated results of operations for the three and six months ended June 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date. Net sales from the Albéa Dispensing Business operations of $29.9 million were included in our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2020.

Note 4.3. Rationalization Charges

We continually evaluate cost reduction opportunities across each of our ~~businesses,~~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 ~~business~~ segment were as follows:

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
(Dollars in thousands)
Metal containers $ 1,153 $ 39,023 $ 3,116 $ 39,245
Closures 700 248 1,442 5,908
Plastic containers 89 46 183 247
$ 1,942 $ 39,317 $ 4,741 $ 45,400


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(Dollars in thousands)
Dispensing and Specialty Closures	$	67	$	700	$	5,298	$	1,442
Metal Containers	225		1,153		5,246		3,116
Custom Containers	62		89		167		183
	$	354	$	1,942	$	10,711	$	4,741

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

Activity in reserves for our rationalization plans were as follows:

Non-cash asset write-downs were the result of comparing the carrying value of certain production related assets to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of June 30, ~~2020~~2021 were recorded in our Condensed Consolidated Balance ~~Sheets~~Sheet as accrued liabilities of ~~$4.5~~$7.9 million and other liabilities of ~~$37.8~~$36.3 million. Exclusive of the footprint optimization plan for our ~~metal container business~~Metal Container segment and our resulting withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be ~~$1.9~~$2.2 million and ~~$3.4~~$7.0 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 $1.1 million per year and be recognized annually ~~for the next twenty years,~~through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually ~~for the next twenty years, beginning in 2020.~~through 2040.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 and for the

three and six months then ended is unaudited)

Note 5.4. 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, 2019 $ (139,102) $ (3,182) $ (117,458) $ (259,742)
Other comprehensive loss before reclassifications (872) (3,192) (38,015) (42,079)
Amounts reclassified from accumulated other
comprehensive loss
3,620 841 — 4,461
Other comprehensive loss 2,748 (2,351) (38,015) (37,618)
Balance at June 30, 2020 $ (136,354) $ (5,533) $ (155,473) $ (297,360)


	Unrecognized Net Defined Benefit Plan Costs		Change in Fair Value of Derivatives		Foreign Currency Translation		Total
	(Dollars in thousands)
Balance at December 31, 2020	$	(168,604)	$	(4,656)	$	(87,693)	$	(260,953)
Other comprehensive loss before reclassifications	0		484		(7,703)		(7,219)
Amounts reclassified from accumulated other comprehensive loss	3,754		985		0		4,739
Other comprehensive loss	3,754		1,469		(7,703)		(2,480)
Balance at June 30, 2021	$	(164,850)	$	(3,187)	$	(95,396)	$	(263,433)

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, ~~2020,~~2021 were net (losses) of ~~$(2.5)~~$(2.6) million and ~~$(4.9)~~$(5.2) million, respectively, excluding income tax benefits of $0.7 million and ~~$1.3~~$1.4 million, respectively. For the three and six months ended June 30, ~~2020~~2021, these net (losses) consisted of amortization of net actuarial (losses) of ~~$(2.9)~~$(3.0) million and ~~$(5.7)~~$(6.0) million and amortization of net prior service credit of $0.4 million and $0.8 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 119 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, ~~2020~~2021 were not significant.

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

Other comprehensive loss before reclassifications related to foreign currency translation for the three and six months ended June 30, ~~2020,~~2021 consisted of (i) foreign currency gains (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of ~~$10.2~~$29.1 million and ~~$(22.7)~~$(22.6) million, respectively, (ii) foreign currency gains ~~(losses)~~ related to intra-entity foreign currency transactions that are of a long-term investment nature of ~~$0.1~~$0.5 million and ~~$(2.9)~~$0.9 million, respectively, and (iii) foreign currency (losses) gains related to our net investment hedges of ~~$(15.6)~~$(5.2) million and ~~$(16.2)~~$18.3 million, respectively, excluding an income tax ~~benefits~~benefit (provision) of ~~$3.6~~$1.3 million and ~~$3.8~~$(4.3) million, respectively. See Note 97 for further discussion.

Note 6.5. Inventories

Inventories consisted of the following:

June 30, 2020 June 30, 2019 Dec. 31, 2019
(Dollars in thousands)
Raw materials $ 298,550 $ 271,396 $ 286,953
Work-in-process 165,505 141,268 134,417
Finished goods 499,799 523,145 355,337
Other 14,089 12,658 12,793
977,943 948,467 789,500
Adjustment to value inventory
at cost on the LIFO method (156,495) (125,883) (156,495)
$ 821,448 $ 822,584 $ 633,005

~~Note 7. Goodwill and Other Intangibles~~

~~Changes in the carrying amount of goodwill were as follows:~~

~~In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized goodwill of $527.3 million.~~


	June 30, 2021		June 30, 2020		Dec. 31, 2020
	(Dollars in thousands)
Raw materials	$	302,719	$	298,550	$	270,066
Work-in-process	164,655		165,505		167,100
Finished goods	534,522		499,799		335,346
Other	15,497		14,089		14,610
	1,017,393		977,943		787,122
Adjustment to value inventory at cost on the LIFO method	(109,588)		(156,495)		(109,588)
	$	907,805	$	821,448	$	677,534

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 and for the

three and six months then ended is unaudited)

Note 6. Long-Term Debt

Long-term debt consisted of the following:


	June 30, 2021		June 30, 2020		Dec. 31, 2020
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	195,859	$	354,000	$	0
U.S. term loans	400,000		900,000		900,000

Other foreign bank revolving and term loans	47,132		42,534		30,407
Total bank debt	642,991		1,296,534		930,407


4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	770,835		728,520		795,307
4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	592,950		560,400		611,775
1.4% Senior Secured Notes	500,000		0		0
Finance leases	33,460		35,102		34,480
Total debt - principal	3,440,236		3,520,556		3,271,969
Less unamortized debt issuance costs and debt discount	22,984		22,713		20,716
Total debt	3,417,252		3,497,843		3,251,253
Less current portion	240,859		391,418		28,036
	$	3,176,393	$	3,106,425	$	3,223,217

At June 30, 2021, the current portion of long-term debt consisted of $195.9 million of bank revolving loans under our amended and restated senior secured credit facility, or the Credit Agreement, $43.1 million of other foreign bank revolving and term loans and $1.9 million of finance leases.

On February 1, 2021, we and certain of our subsidiaries entered into a Second Amendment to Amended and Restated Credit Agreement, or the Second Amendment, with certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement. The Second Amendment amends the Credit Agreement to provide us with additional flexibility to issue new senior secured notes with related guarantees from our U.S. subsidiaries, which new senior secured notes and related guarantees may be secured on a pari passu basis with the U.S. Obligations by the U.S. Collateral (each as defined in the Second Amendment). The Second Amendment also makes minor technical changes and allows for certain additional internal corporate reorganizations.

1.4% SENIOR SECURED NOTES

On February 10, 2021, we issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 99.945 percent of their principal amount, in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. The proceeds from the sale of the 1.4% Notes were $499.7 million. We used the proceeds from the sale of the 1.4% Notes to prepay $500.0 million of our outstanding term loans under the Credit Agreement. We paid the initial purchasers’ discount and offering expenses related to the sale of the 1.4% Notes with cash on hand. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $0.9 million during the first quarter of 2021 for the write-off of unamortized debt issuance costs.

The 1.4% Notes are guaranteed on a senior secured basis by our U.S. subsidiaries that guarantee the Credit Agreement. The 1.4% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, any of our foreign subsidiaries or any of our non-wholly owned subsidiaries. The 1.4% Notes and related guarantees are secured by pledges of equity interests, or the Collateral, that are owned by us and by each subsidiary guarantor, which equity interests are the same equity interests pledged to secure the obligations of U.S. borrowers under the Credit Agreement. The 1.4% Notes will share equally in the Collateral with the Credit Agreement. The guarantee of each such subsidiary guarantor will be released to the

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, ~~2020~~2021 and ~~2019~~2020 and for the

three and six months then ended is unaudited)

~~The components of other intangible assets, net were as follows:~~

In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized intangible assets for customer relationships of $271.5 million and technology know-how of $27.0 million.

Amortization expense was $8.1 million and $14.9 million for the three and six months ended June 30, 2020, respectively, and $6.8 million and $13.6 million for the three and six months ended June 30, 2019, respectively. Amortization expense is expected to be $35.8 million, $40.4 million, $39.3 million, $39.2 million and $38.3 million for the years ended December 31, 2020 through 2024, respectively.

~~Note 8. Long-Term Debt~~

~~Long-term debt consisted of the following:~~

June 30, 2020 June 30, 2019 Dec. 31, 2019
(Dollars in thousands)
Bank debt
Bank revolving loans $ 354,000 $ 506,000 $ —
U.S. term loans 900,000 800,000 760,000
Canadian term loans — 16,133 4,703
Other foreign bank revolving and term loans 42,534 39,269 31,127
Total bank debt 1,296,534 1,361,402 795,830
5½% Senior Notes — 300,000 —
4¾% Senior Notes 300,000 300,000 300,000
3¼% Senior Notes 728,520 739,245 729,755
4⅛% Senior Notes 600,000 — 400,000
2¼% Senior Notes 560,400 — —
Finance leases 35,102 22,219 33,288
Total debt - principal 3,520,556 2,722,866 2,258,873
Less unamortized debt issuance costs and debt discount 22,713 11,875 14,452
Total debt 3,497,843 2,710,991 2,244,421
Less current portion 391,418 886,458 29,813
$ 3,106,425 $ 1,824,533 $ 2,214,608

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

~~At June 30, 2020, the current portion of long-term debt consisted of $354.0 million of bank revolving loans under~~extent such subsidiary no longer guarantees the Credit Agreement ~~$35.6 million~~and in certain other circumstances, and the Collateral pledged by such subsidiary guarantor will also be released upon the release of ~~other foreign bank revolving and term loans and $1.8 million of finance leases.~~

On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. term loans under the Credit Agreement at that time. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs.

~~2¼% SENIOR~~ N~~OTES~~

such subsidiary guarantor’s guarantee.

The ~~2¼%~~1.4% Notes and related guarantees are ~~general unsecured~~senior secured obligations of ~~Silgan, ranking equal~~us and the subsidiary guarantors. The 1.4% Notes and related guarantees rank equally in right of payment with all of our and the subsidiary guarantors’ existing and future ~~unsecured unsubordinated~~senior indebtedness, including under the Credit Agreement and our 4¾% Senior Notes due 2025, or the 4¾% Notes, our 3¼% Senior Notes due 2025, or the 3¼% Notes, ~~and~~our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, and ~~ahead~~our 2¼% Senior Notes due 2028, or the 2¼% Notes; are senior in right of payment to all of our and the subsidiary guarantors’ future indebtedness that is by its terms expressly subordinated in right of payment to the 1.4% Notes; rank equally in right of payment to all of our and the subsidiary guarantors’ existing and future senior secured indebtedness (including indebtedness under the Credit Agreement) that is secured by the Collateral on a first-priority basis, to the extent of the value of the Collateral; rank effectively senior to all of our and the subsidiary guarantors’ existing and future unsecured indebtedness and indebtedness secured on a junior basis, in each case to the extent of the value of the Collateral; rank effectively junior to all existing and future indebtedness that is secured by liens on assets that do not constitute a part of the Collateral, to the extent of the value of such assets; and are structurally subordinated to all existing and future indebtedness and other liabilities of each of our existing and future ~~subordinated debt, if any. The 2¼% Notes are effectively subordinated to Silgan’s secured debt to~~subsidiaries that do not guarantee the ~~extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan.~~1.4% Notes.

~~The~~As a result of the guarantees by the subsidiary guarantors of the 1.4% Notes, such subsidiaries were also required to guarantee, and have now guaranteed, on a senior unsecured basis the 4¾% Notes, the 3¼% Notes, the 4⅛% Notes and the 2¼% Notes ~~will~~pursuant to supplemental indentures to the indenture for the 4¾% Notes and the 3¼% Notes, the indenture for the 4⅛% Notes and the indenture for the 2¼% Notes.

The 1.4% Notes are not, and are not required to be, registered under the Securities Act of 1933, as amended.

The 1.4% Notes mature on ~~June~~April 1, ~~2028.~~2026. Interest on the ~~2¼%~~1.4% Notes will be payable semi-annually in cash on ~~January 15~~April 1 and ~~July 15~~October 1 of each year, beginning on ~~July 15, 2020.~~October 1, 2021. The ~~2¼%~~1.4% Notes were issued pursuant to an indenture by and among Silgan, certain of our U.S. subsidiaries and Wells Fargo Bank, National Association, as trustee ~~Elavon Financial Services DAC, UK Branch, as paying agent,~~ and ~~Elavon Financial Services DAC, as registrar and transfer~~collateral agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes, ~~and~~ the indenture for the 4⅛% Notes and the indenture for the 2¼% Notes.

~~The 2¼%~~Prior to March 1, 2026 (one month prior to the maturity date of the 1.4% Notes, ~~are~~or the Par Call Date) the 1.4% Notes will be redeemable at ~~our option, in whole or in part, at any time after March 1, 2023, initially at 101.125~~a redemption price equal to the greater of (i) 100 percent of ~~their~~the principal amount of the 1.4% Notes to be redeemed and (ii) the principal amount of the 1.4% Notes plus a “make-whole” amount, plus, in each case, accrued and unpaid interest thereon to the redemption ~~date, declining ratably to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on~~date. On or after ~~March 1, 2025.~~

~~In addition, prior to March 1, 2023, we may redeem up to 35 percent of~~ the ~~aggregate principal amount of~~Par Call Date, the ~~2¼%~~1.4% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023will be redeemable at a redemption price equal to 100 percent of ~~their~~the aggregate principal amount ~~plus a make-whole premium as provided in the indenture for the 2¼%~~of any 1.4% Notes ~~together with~~being redeemed, plus accrued and unpaid interest thereon to the ~~date of redemption.~~ redemption date.

We will be required to make an offer to repurchase the ~~2¼%~~1.4% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the ~~2¼%~~1.4% Notes.

~~Incremental U.S. Term Loans~~

On April 17, 2020, we and certain of our subsidiaries entered into an Incremental Term Loan Commitment Agreement, or the Incremental Term Loan Commitment Agreement, with the lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent and a lender. The Incremental Term Loan Commitment Agreement was entered into pursuant to the Credit Agreement and provided for the lenders thereunder to lend to us, on a delayed draw basis, $900 million of Incremental U.S. Term Loans, or the Incremental U.S. Term Loans, to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we borrowed $900 million of Incremental U.S. Term Loans under the Incremental Term Loan Commitment Agreement to fund the purchase price for the acquisition of the Albéa Dispensing Business.

The Incremental U.S. Term Loans mature on May 30, 2024 and are repayable in installments of $90 million on each of December 31, 2021, 2022 and 2023, with the remaining outstanding principal balance to be repaid on May 30, 2024.

The Incremental U.S. Term Loans initially have an Applicable Margin (as defined in the Credit Agreement) of 1.75 percent per annum in the case of Eurodollar Rate Loans (as defined in the Credit Agreement) and 0.75 percent per annum in the case of Base Rate Loans (as defined in the Credit Agreement), in both cases until the delivery of our financial statements for the fiscal quarter ending June 30, 2020. The Applicable Margin will vary between 1.25 percent to 1.75 percent per annum for Eurodollar

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, ~~2020~~2021 and ~~2019~~2020 and for the

three and six months then ended is unaudited)

~~Rate Loans and between 0.25 percent to 0.75 percent per annum for Base Rate Loans, in both cases based on our Total Net Leverage Ratio (as defined in the Credit Agreement).~~

~~The Incremental U.S. Term Loans are guaranteed by the US Guarantors (as defined in the Credit Agreement) and secured on a~~ ~~pari passu~~ ~~basis by the same collateral that secures our outstanding loans under the Credit Agreement.~~

Note 9.7. 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, ~~2020:~~2021:

Carrying
Amount Fair
Value
(Dollars in thousands)
Assets:
Cash and cash equivalents $ 191,082 $ 191,082
Liabilities:
Bank debt $ 1,296,534 $ 1,296,534
4¾% Senior Notes 300,000 303,813
3¼% Senior Notes 728,520 734,592
4⅛% Senior Notes 599,035 594,750
2¼% Senior Notes 560,400 540,450
Derivative instruments (accrued and other liabilities) 7,259 7,259


	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	164,821	$	164,821


Liabilities:
Bank debt	$	642,991	$	642,991

4¾% Notes	300,000		304,890
3¼% Notes	770,835		777,850
4⅛% Notes	600,000		622,500
2¼% Notes	592,950		597,397
1.4% Notes	500,000		495,000

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, ~~2020~~2021 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, 4¾% ~~Senior~~ Notes, 3¼% ~~Senior~~ Notes, 4⅛% ~~Senior~~Notes, 2¼% Notes and ~~2¼% Senior~~1.4% 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 4¾% ~~Senior~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

Notes, 3¼% ~~Senior~~ Notes, 4⅛% ~~Senior~~Notes, 2¼% Notes and ~~2¼% Senior~~1.4% 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.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 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, foreign currency exchange rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate, foreign currency exchange 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, foreign currency exchange 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. The notional principal amounts outstanding under foreign currency exchange rate agreements and natural gas swap agreements were not significant as of June 30, 2021.

WeIn addition, 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. ~~We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.~~

Interest Rate Swap Agreements

We have entered into 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. These agreements have a fixed rate of 2.878 percent and mature on March 24, 2023. 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 ~~month periods~~months ended June 30, ~~2020.~~2021. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at June 30, ~~2020 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 month periods ended June 30, 2020. 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, 20202021 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize our foreign currency exchange rate risk, in addition to limited foreign currency exchange rate derivative financial instruments, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros and Canadian dollars. 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. We have designated~~operations, including net investment hedges related to the 3¼% ~~Senior Notes and the 2¼% Senior~~ Notes which are Euro ~~denominated, as net investment hedges.~~denominated. Foreign currency ~~losses~~(losses) gains related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, ~~2020~~2021 were ~~$(15.6)~~$(5.2) million and ~~$(16.2)~~$18.3 million, respectively.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 and for the

three and six months then ended is unaudited)

Note ~~10.~~8. Commitments and Contingencies

A competition authority in Germany commenced an antitrust investigation in 2015 involving the industry association for metal packaging in Germany and its members, including our metal ~~container~~closures and ~~closures~~metal container subsidiaries in Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal ~~container~~closures and ~~closures~~metal container subsidiaries, which should effectively close out the investigation in Germany. Given

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

the current stage of the investigation, we cannot reasonably assess what actions may result from these investigations or estimate what costs we may incur as a result thereof.

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 ~~11.~~9. Retirement Benefits

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

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


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(Dollars in thousands)
Service cost	$	28	$	25	$	56	$	48
Interest cost	95		141		190		283
Amortization of prior service credit	(457)		(484)		(913)		(967)
Amortization of actuarial gains	(47)		(69)		(95)		(139)
Net periodic benefit credit	$	(381)	$	(387)	$	(762)	$	(775)

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
(Dollars in thousands)
Service cost $ 25 $ 22 $ 48 $ 44
Interest cost 141 184 283 369
Amortization of prior service credit (484) (581) (967) (1,163)
Amortization of actuarial gains (69) (166) (139) (333)
Net periodic benefit credit $ (387) $ (541) $ (775) $ (1,083)

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

Note ~~12.~~10. 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 ~~2018~~2019 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the ~~2019~~2020 and ~~2020~~2021 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 and for the

three and six months then ended is unaudited)

Note ~~13.~~11. Treasury Stock

On October 17, 2016, 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, 2021. ~~During~~We did not repurchase any shares of our common stock pursuant to this authorization during the six months ended June 30, ~~2020, we repurchased an aggregate of 259,461 shares of our common stock at an average price per share of $26.71, for a total purchase price of $6.9 million.~~2021. At June 30, ~~2020,~~2021, we had approximately ~~$105.6~~$76.6 million remaining under this authorization for the repurchase of our common stock.

During the first six months of ~~2020,~~2021, we issued ~~582,151~~573,232 treasury shares which had an average cost of ~~$3.16~~$3.19 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, we repurchased ~~217,325~~222,146 shares of our common stock at an average cost of ~~$28.63~~$38.44 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, ~~2020, 64,226,667~~2021, 64,704,383 shares of our common stock were held in treasury.

Note ~~14.~~12. Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued options and restricted stock units to our officers, other key employees and outside directors. During the first six months of ~~2020, 423,622~~2021, 359,469 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 ~~$12.5~~$13.9 million, which is being amortized ratably over the respective vesting period from the grant date.

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Information at June 30, 2020 and 2019 and for the~~

~~three and six months then ended is unaudited)~~

~~Note 15. Business Segment Information~~

~~Reportable business segment information was as follows:~~

Metal
Containers Closures Plastic
Containers Corporate Total
(Dollars in thousands)
Three Months Ended June 30, 2020
Net sales $ 597,191 $ 410,468 $ 168,811 $ — $ 1,176,470
Depreciation and amortization⁽¹⁾
20,545 22,026 9,352 42 51,965
Rationalization charges 1,153 700 89 — 1,942
Segment income 71,782 58,581 22,987 (22,116) 131,234
Three Months Ended June 30, 2019
Net sales $ 575,618 $ 363,344 $ 154,201 $ — $ 1,093,163
Depreciation and amortization⁽¹⁾
21,437 21,145 9,336 39 51,957
Rationalization charges 39,023 248 46 — 39,317
Segment income 14,029 46,857 13,410 (5,697) 68,599
Six Months Ended June 30, 2020
Net sales $ 1,105,709 $ 767,619 $ 333,526 $ — $ 2,206,854
Depreciation and amortization⁽¹⁾
41,026 42,150 18,840 79 102,095
Rationalization charges 3,116 1,442 183 — 4,741
Segment income 119,261 103,810 45,032 (34,728) 233,375
Six Months Ended June 30, 2019
Net sales $ 1,082,680 $ 719,543 $ 318,071 $ 2,120,294
Depreciation and amortization⁽¹⁾
42,543 41,498 18,153 80 102,274
Rationalization charges 39,245 5,908 247 45,400
Segment income 52,926 87,113 25,476 (10,174) 155,341

⁽¹⁾Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.1 million and $2.1 million for the three and six months ended June 30, 2020, respectively, and debt issuance costs of $0.9 million and $1.8 million for the three and six months ended June 30, 2019, respectively.

~~Total segment income is reconciled to income before income taxes as follows:~~

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, ~~2020~~2021 and ~~2019~~2020 and for the

three and six months then ended is unaudited)

Note 13. Segment Information

Reportable segment information was as follows:


	Dispensing and Specialty Closures		Metal Containers		Custom Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended June 30, 2021
Net sales	$	545,768	$	624,534	$	178,359	$	0	$	1,348,661
Depreciation and amortization(1)	29,101		21,329		9,632		42		60,104
Rationalization charges	67		225		62		0		354
Segment income	73,836		58,635		27,244		(6,761)		152,954

Three Months Ended June 30, 2020
Net sales	$	410,468	$	597,191	$	168,811	$	0	$	1,176,470
Depreciation and amortization(1)	22,026		20,545		9,352		42		51,965
Rationalization charges	700		1,153		89		0		1,942
Segment income	58,581		71,782		22,987		(22,116)		131,234

Six Months Ended June 30, 2021
Net sales	$	1,055,120	$	1,178,615	$	353,036	$	0	$	2,586,771
Depreciation and amortization(1)	57,991		42,578		19,005		81		119,655
Rationalization charges	5,298		5,246		167		0		10,711
Segment income	139,481		104,249		51,730		(15,957)		279,503

Six Months Ended June 30, 2020
Net sales	$	767,619	$	1,105,709	$	333,526	$	0	$	2,206,854
Depreciation and amortization(1)	42,150		41,026		18,840		79		102,095
Rationalization charges	1,442		3,116		183		0		4,741
Segment income	103,810		119,261		45,032		(34,728)		233,375

(1)Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.4 million and $1.1 million for the three months ended June 30, 2021 and 2020, respectively and $2.7 million and $2.1 million for the six months ended June 30, 2021 and 2020, respectively.

Total segment income is reconciled to income before income taxes as follows:


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(Dollars in thousands)
Total segment income	$	152,954	$	131,234	$	279,503	$	233,375
Interest and other debt expense	26,406		25,837		53,712		50,807
Income before income taxes	$	126,548	$	105,397	$	225,791	$	182,568

Sales and segment income of ~~our metal container business and~~ part of our ~~closures business~~Dispensing and Specialty Closures segment and our Metal Container segment are dependent, in part, upon fruit and vegetable harvests. 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

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2021 and 2020 and for the

three and six months then ended is unaudited)

experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual segment income during that quarter.

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, ~~2019~~2020 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.

We are a leading manufacturer of sustainable rigid packaging solutions for consumer goods products. We currently produce dispensing and specialty closures for food, beverage, health care, garden, home, personal care and beauty products; steel and aluminum containers for human and pet food and general line products; ~~metal and plastic closures and dispensing systems for food, beverage, health care, garden, home, personal care and beauty 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, ~~a leading worldwide manufacturer of metal and plastic closures and dispensing systems~~ and a leading manufacturer of custom plastic containers in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical 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.

RESULTS OF OPERATIONS

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

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

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
(dollars in millions)
Net sales
Metal containers $ 597.2 $ 575.6 $ 1,105.7 $ 1,082.7
Closures 410.5 363.4 767.6 719.5
Plastic containers 168.8 154.2 333.5 318.1
Consolidated $ 1,176.5 $ 1,093.2 $ 2,206.8 $ 2,120.3
Segment income
Metal containers⁽¹⁾
$ 71.8 $ 14.0 $ 119.3 $ 52.9
Closures ⁽²⁾
58.6 46.9 103.8 87.1
Plastic containers ⁽³⁾
23.0 13.4 45.0 25.5
Corporate ⁽⁴⁾
(22.2) (5.7) (34.7) (10.2)
Consolidated $ 131.2 $ 68.6 $ 233.4 $ 155.3


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(dollars in millions)
Net sales
Dispensing and Specialty Closures	$	545.8	$	410.5	$	1,055.1	$	767.6
Metal Containers	624.5		597.2		1,178.6		1,105.7
Custom Containers	178.4		168.8		353.1		333.5
Consolidated	$	1,348.7	$	1,176.5	$	2,586.8	$	2,206.8

Segment income
Dispensing and Specialty Closures (1)	$	73.8	$	58.6	$	139.5	$	103.8
Metal Containers (2)	58.6		71.8		104.2		119.3
Custom Containers (3)	27.2		23.0		51.7		45.0
Corporate (4)	(6.6)		(22.2)		(15.9)		(34.7)
Consolidated	$	153.0	$	131.2	$	279.5	$	233.4

⁽¹⁾Includes rationalization charges of ~~$1.2~~$0.1 million and ~~$39.0~~$0.7 million for the three months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$3.1~~$5.3 million and ~~$39.3~~$1.4 million for the six months ended June 30, ~~2020~~2021 and ~~2019, respectively.~~

⁽²⁾~~Includes rationalization charges of $0.7 million and $0.2 million for the three months ended June 30,~~ 2020, ~~and 2019, respectively, and $1.4 million and $5.9 million for the six months ended June 30, 2020 and 2019,~~ respectively. Includes a charge of $3.5 million for the write-up of inventory for purchase accounting ~~as a result of the acquisition of the Albéa Dispensing Business~~ for each of the three and six months ended June 30, 2020 as a result of the acquisition of the dispensing operations of the Albéa Group in June 2020.

^{(2) Includes rationalization charges of $0.2 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively and $5.2 million and $3.1 million for the six months ended June 30, 2021 and 2020, respectively.}

(3) Includes rationalization charges of $0.1 million for each of the three months ended June 30, ~~2020~~2021 and ~~2019~~2020 and $0.2 million for each of the six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.

⁽⁴⁾Includes costs attributed to announced acquisitions of $16.1 million and $18.3 million for the three and six months ended June 30, 2020, respectively.

Three Months Ended June 30, ~~2020~~2021 Compared with Three Months Ended June 30, ~~2019~~2020

Overview. Consolidated net sales were ~~$1.18~~$1.35 billion in the second quarter of ~~2020,~~2021, a ~~7.6~~14.6 percent increase as compared to the second quarter of ~~2019~~2020 primarily due to the pass through of higher raw material costs, higher unit volumes ~~across all businesses, including~~in the Dispensing and Specialty Closures segment, the impact from ~~acquisitions,~~favorable foreign currency translation and a more favorable mix of products sold in the ~~closures business,~~Metal Container and Custom Container segments, partially offset by ~~the pass through of~~ lower ~~raw material costs, a less favorable mix of products sold~~volumes in the ~~metal~~Metal Container and ~~plastic container businesses and the impact of unfavorable foreign currency translation.~~Custom Container segments. Income before interest and income taxes for the second quarter of ~~2020~~2021 was ~~$131.2~~$153.0 million, a ~~$62.6~~$21.8 million increase as compared to the same period in ~~2019,~~2020, primarily due to higher unit volumes and strong operating performance ~~across all businesses, lower rationalization charges, higher pension income~~in the Dispensing and Specialty Closures segment, a more favorable mix of products sold and strong operating performance in the ~~closures business, partially offset by acquisition related costs of $16.1 million, a less favorable mix of products sold~~Custom Container segment, lower corporate expenses and rationalization charges, higher pension income and the inclusion in the ~~metal container business, the negative impact~~prior year period of a charge for the purchase accounting write-up of ~~acquired~~ inventory of the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, which was acquired in June 2020 and ~~the unfavorable impact of~~ a charge in the Custom Container segment in the prior year period for a non-commercial legal dispute relating to prior periods, partially offset by lower volumes in the ~~plastic container business.~~Metal Container and Custom Container segments, higher production costs, less efficient manufacturing processes and lower production in the Metal Container segment, the unfavorable impact in the current year period from the delayed pass through of significantly higher resin costs in the Dispensing and Specialty Closures and Custom Container segments and foreign currency transaction losses. Results for the second quarters of ~~2020~~2021 and ~~2019~~2020 included rationalization charges of ~~$2.0~~$0.4 million and ~~$39.3 million, respectively. Results for the second quarters of 2020 and 2019 also included other pension and postretirement income of $9.7 million and $4.5~~$2.0 million, respectively. Results for the second quarter of 2020 also included costs attributed to announced acquisitions of $16.1 million. Net income for the second quarter of ~~2020~~2021 was ~~$78.2~~$94.5 million as compared to ~~$31.0~~$78.2 million for the same period in ~~2019.~~2020. Net income per diluted share for the second quarter of ~~2020~~2021 was ~~$0.70~~$0.85 as compared to ~~$0.28~~$0.70 for the same period in ~~2019.~~2020.

Net Sales. The ~~$83.3~~$172.2 million increase in consolidated net sales in the second quarter of ~~2020~~2021 as compared to the second quarter of ~~2019~~2020 was the result of higher net sales across all the ~~businesses.~~segments.

Net sales for the ~~metal container business~~Dispensing and Specialty Closures segment increased ~~$21.6~~$135.3 million, or ~~3.8~~33.0 percent, in the second quarter of ~~2020~~2021 as compared to the same period in ~~2019.~~2020. This increase was primarily the result of higher unit volumes of approximately ~~fifteen~~ten percent, ~~partially offset by~~ the pass through of ~~lower~~higher raw material costs ~~a less favorable mix of products sold~~ and the impact of ~~unfavorable~~favorable foreign currency translation of approximately ~~$2.0~~$17 million. The increase in unit volumes was ~~primarily due to continued higher demand for products consumed~~principally the result of volumes from the Albéa Dispensing Business acquired in June 2020 and a strong recovery in the ~~home,~~beverage, beauty and fragrance markets, partially offset by a decrease in volume for hygiene and home cleaning products as compared to the ~~volume benefit~~initial pantry filling in response to the emerging COVID-19 pandemic in the ~~prior year from a certain customer that increased purchases following a destocking~~second quarter of ~~inventory in previous periods.~~2020.

Net sales for the ~~closures business~~Metal Container segment increased ~~$47.1~~$27.3 million, or 134.6 percent, in the second quarter of ~~2020~~2021 as compared to the same period in ~~2019.~~2020. This increase was primarily the result of the pass through of higher ~~unit volumes~~raw material and other manufacturing costs, the impact of favorable foreign currency translation of approximately ~~three percent~~$7 million and a more favorable mix of products sold, partially offset by ~~the impact of unfavorable foreign currency translation~~lower unit volumes of approximately ~~$7.0 million and the pass through of lower raw material costs.~~two percent. The ~~increase~~decrease in unit volumes was ~~principally~~primarily due to production shortfalls caused by raw material and labor supply challenges across the result of strong volumes for certain consumer health, hygiene, personal care and food products as well as the inclusion of the recent acquisitions of Cobra Plastics and the Albéa Dispensing Business. These volume gains were partially offset by weak demand for certain beauty and beverage products.supply chain.

Net sales for the ~~plastic container business~~Custom Container segment increased ~~$14.6~~$9.6 million, or ~~9.5~~5.7 percent, in the second quarter of ~~2020~~2021 as compared to the same period in ~~2019.~~2020. This increase was principally due to the pass through of higher ~~volumes of approximately fourteen percent, partially offset by~~raw material costs, a ~~less~~more favorable mix of products sold ~~the pass through of lower raw material costs~~ and the impact of ~~unfavorable~~favorable foreign currency translation of approximately ~~$1.0 million.~~$3 million, partially offset by lower volumes of approximately eleven percent. The ~~increase~~decline in volumes was due primarily to ~~continued higher~~unprecedented demand in the prior year quarter for ~~certain food~~cleaning and ~~consumer health and hygiene products.~~sanitizing products as a result of the initial pantry filling in response to the emerging COVID-19 pandemic in the second quarter of 2020.

Gross Profit. Gross profit margin ~~increased 2.3~~decreased 1.7 percentage points to ~~19.1~~17.4 percent in the second quarter of ~~2020~~2021 as compared to the same period in ~~2019~~2020 for the reasons discussed below in "Income before Interest and Income Taxes."

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales ~~increased~~decreased to ~~8.5~~7.0 percent in the second quarter of ~~2020~~2021 as compared to ~~7.3~~8.5 percent in the same period in ~~2019.~~2020. Selling, general and administrative expenses ~~increased $20.5~~decreased $6.2 million to ~~$100.6~~$94.4 million for the second quarter of ~~2020~~2021 as compared to ~~$80.1~~$100.6 million for the same period in ~~2019.~~2020. The ~~increase~~decrease in selling, general and administrative expenses was principally due to lower corporate expenses, primarily as a result of costs attributed to announced acquisitions of $16.1 million incurred in the prior year period, and the inclusion ofin the ~~selling, general and administrative expenses from Cobra Plastics and the Albéa Dispensing Business which were acquired in 2020 and~~prior year period of a charge of $2.8 million in the Custom Container segment for a non-commercial legal dispute relating to prior ~~periods.~~periods, partially offset by the inclusion of selling, general and administrative expenses from the Albéa Dispensing Business which was acquired in June 2020.

Income before Interest and Income Taxes. Income before interest and income taxes for the second quarter of ~~2020~~2021 increased by ~~$62.6~~$21.8 million as compared to the second quarter of ~~2019,~~2020, and margins increased to ~~11.2~~11.3 percent from ~~6.3~~11.2 percent over the same periods. The increase in income before interest and income taxes was primarily the result of higher income in ~~each~~the Dispensing and Specialty Closures and Custom Container segments, lower corporate expenses primarily as a result of ~~the~~

~~businesses~~prior year costs for announced acquisitions and lower rationalization charges, partially offset by ~~higher selling, general and administrative expenses.~~lower income in the Metal Container segment. Rationalization charges were ~~$2.0~~$0.4 million and ~~$39.3~~$2.0 million in the second quarters of 2021 and 2020, ~~and 2019,~~ respectively. The second quarter of 2020 also included the negative impact of a $3.5 million charge related to the purchase accounting write-up of inventory for the Albéa Dispensing Business acquired in June 2020.

Segment income of the ~~metal container business~~Dispensing and Specialty Closures segment for the second quarter of ~~2020~~2021 increased ~~$57.8~~$15.2 million as compared to the same period in ~~2019, and~~2020, while segment income margin ~~increased~~decreased to ~~12.0~~13.5 percent from ~~2.4~~14.3 percent over the same ~~periods. The increase in segment income was~~periods due primarily to ~~lower rationalization charges,~~the pass through of significantly higher unit volumes and higher pension income, partially offset by a less favorable mix of products sold. Rationalization charges were $1.2 million and $39.0 million in the second quarters of 2020 and 2019, respectively.

Segment income of the closures business for the second quarter of 2020 increased $11.7 million as compared to the same period in 2019, and segment income margin increased to 14.3 percent from 12.9 percent over the same periods.raw material costs. The increase in segment income was primarily due to higher unit volumes, ~~a more favorable mix of products sold~~strong operating performance and ~~higher pension income, partially offset by~~ the ~~negative impact~~inclusion in the prior year period of a $3.5 million charge for the purchase accounting write-up of inventory of the Albéa Dispensing ~~Business.~~Business, partially offset by the unfavorable impact in the current year period from the delayed pass through of significantly higher resin costs and foreign currency transaction losses.

Segment income of the ~~plastic container business~~Metal Container segment for the second quarter of ~~2020 increased $9.6~~2021 decreased $13.2 million as compared to the same period in ~~2019,~~2020, and segment income margin decreased to 9.4 percent from 12.0 percent over the same periods. The decrease in segment income was due primarily to higher production costs, less efficient manufacturing processes and lower production and volume levels, all due in large part to significant raw material supply issues and labor challenges, partially offset by higher pension income and lower rationalization charges. Rationalization charges were $0.2 million and $1.2 million in the second quarters of 2021 and 2020, respectively.


SILGAN HOLDINGS INC.

TABLE OF CONTENTS

			Page No.


Part I. Financial Information			3

Item 1. Financial Statements			3

Condensed Consolidated Balance Sheets at June 30, ~~2020~~2021 and ~~2019~~2020 and December 31, ~~2019~~2020			3

Condensed Consolidated Statements of Income for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020			4

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020			5

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2020~~2021 and ~~2019~~2020			6

Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020			7

Notes to Condensed Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2119

Item 3. Quantitative and Qualitative Disclosures About Market Risk			2827

Item 4. Controls and Procedures			2827

Part II. Other Information			2928

Item 6. Exhibits			2928

Signatures			3029


		June 30, 2020		June 30, 2019		Dec. 31, 2019			June 30, 2021		June 30, 2020		Dec. 31, 2020
		(unaudited)		(unaudited)					(unaudited)		(unaudited)
Assets	Assets							Assets

Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	191,082	$	111,341	$	203,824	Cash and cash equivalents	$	164,821	$	191,082	$	409,481
Trade accounts receivable, net	Trade accounts receivable, net	729,275		666,681		504,986		Trade accounts receivable, net	891,812		729,275		619,535
Inventories	Inventories	821,448		822,584		633,005		Inventories	907,805		821,448		677,534
Prepaid expenses and other current assets	Prepaid expenses and other current assets	85,918		59,245		64,993		Prepaid expenses and other current assets	88,818		85,918		92,643
Total current assets	Total current assets	1,827,723		1,659,851		1,406,808		Total current assets	2,053,256		1,827,723		1,799,193

Property, plant and equipment, net	Property, plant and equipment, net	1,729,481		1,523,850		1,570,331		Property, plant and equipment, net	1,832,885		1,729,481		1,840,758
Goodwill	Goodwill	1,668,614		1,146,363		1,142,223		Goodwill	1,719,815		1,668,614		1,741,496
Other intangible assets, net	Other intangible assets, net	635,156		369,210		354,615		Other intangible assets, net	609,882		635,156		637,208
Other assets, net	Other assets, net	512,082		411,944		457,082		Other assets, net	508,481		512,082		492,931
		$	6,373,056	$	5,111,218	$	4,931,059		$	6,724,319	$	6,373,056	$	6,511,586

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity

Current liabilities:	Current liabilities:							Current liabilities:
Revolving loans and current portion of long-term debt	Revolving loans and current portion of long-term debt	$	391,418	$	886,458	$	29,813	Revolving loans and current portion of long-term debt	$	240,859	$	391,418	$	28,036
Trade accounts payable	Trade accounts payable	601,740		598,484		727,053		Trade accounts payable	727,523		601,740		802,541
Accrued payroll and related costs	Accrued payroll and related costs	103,458		68,585		66,866		Accrued payroll and related costs	112,270		103,458		130,088
Accrued liabilities	Accrued liabilities	266,512		143,360		194,797		Accrued liabilities	234,503		266,512		230,955
Total current liabilities	Total current liabilities	1,363,128		1,696,887		1,018,529		Total current liabilities	1,315,155		1,363,128		1,191,620

Long-term debt	Long-term debt	3,106,425		1,824,533		2,214,608		Long-term debt	3,176,393		3,106,425		3,223,217
Deferred income taxes	Deferred income taxes	357,131		270,430		254,836		Deferred income taxes	360,027		357,131		355,995
Other liabilities	Other liabilities	456,678		389,466		419,764		Other liabilities	484,164		456,678		487,881

Stockholders’ equity:	Stockholders’ equity:							Stockholders’ equity:
Common stock	Common stock	1,751		1,751		1,751		Common stock	1,751		1,751		1,751
Paid-in capital	Paid-in capital	296,639		280,636		289,422		Paid-in capital	314,873		296,639		306,363
Retained earnings	Retained earnings	2,249,391		2,049,995		2,141,302		Retained earnings	2,531,783		2,249,391		2,395,395
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(297,360)		(265,373)		(259,742)		Accumulated other comprehensive loss	(263,433)		(297,360)		(260,953)
Treasury stock	Treasury stock	(1,160,727)		(1,137,107)		(1,149,411)		Treasury stock	(1,196,394)		(1,160,727)		(1,189,683)
Total stockholders’ equity	Total stockholders’ equity	1,089,694		929,902		1,023,322		Total stockholders’ equity	1,388,580		1,089,694		1,252,873
		$	6,373,056	$	5,111,218	$	4,931,059		$	6,724,319	$	6,373,056	$	6,511,586


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020

Net sales	Net sales	$	1,176,470	$	1,093,163	$	2,206,854	$	2,120,294	Net sales	$	1,348,661	$	1,176,470	$	2,586,771	$	2,206,854
Cost of goods sold	Cost of goods sold	952,375		909,650		1,797,661		1,770,784		Cost of goods sold	1,113,777		952,375		2,130,421		1,797,661
Gross profit	Gross profit	224,095		183,513		409,193		349,510		Gross profit	234,884		224,095		456,350		409,193
Selling, general and administrative expenses	Selling, general and administrative expenses	100,624		80,087		190,487		157,749		Selling, general and administrative expenses	94,394		100,624		191,773		190,487
Rationalization charges	Rationalization charges	1,942		39,317		4,741		45,400		Rationalization charges	354		1,942		10,711		4,741
Other pension and postretirement income	Other pension and postretirement income	(9,705)		(4,490)		(19,410)		(8,980)		Other pension and postretirement income	(12,818)		(9,705)		(25,637)		(19,410)
Income before interest and income taxes	Income before interest and income taxes	131,234		68,599		233,375		155,341		Income before interest and income taxes	152,954		131,234		279,503		233,375
Interest and other debt expense before loss on early extinguishment of debt	Interest and other debt expense before loss on early extinguishment of debt	25,837		28,401		49,326		55,505		Interest and other debt expense before loss on early extinguishment of debt	26,406		25,837		52,829		49,326
Loss on early extinguishment of debt	Loss on early extinguishment of debt	—		—		1,481		—		Loss on early extinguishment of debt	0		0		883		1,481
Interest and other debt expense	Interest and other debt expense	25,837		28,401		50,807		55,505		Interest and other debt expense	26,406		25,837		53,712		50,807
Income before income taxes	Income before income taxes	105,397		40,198		182,568		99,836		Income before income taxes	126,548		105,397		225,791		182,568
Provision for income taxes	Provision for income taxes	27,225		9,243		46,796		22,140		Provision for income taxes	32,072		27,225		58,034		46,796
Net income	Net income	$	78,172	$	30,955	$	135,772	$	77,696	Net income	$	94,476	$	78,172	$	167,757	$	135,772

Earnings per share:	Earnings per share:									Earnings per share:
Basic net income per share	Basic net income per share	$	0.70	$	0.28	$	1.22	$	0.70	Basic net income per share	$	0.86	$	0.70	$	1.52	$	1.22
Diluted net income per share	Diluted net income per share	$	0.70	$	0.28	$	1.22	$	0.70	Diluted net income per share	$	0.85	$	0.70	$	1.51	$	1.22

Weighted average number of shares:	Weighted average number of shares:									Weighted average number of shares:
Basic	Basic	110,901		111,185		110,879		110,945		Basic	110,442		110,901		110,323		110,879
Effect of dilutive securities	Effect of dilutive securities	433		317		501		600		Effect of dilutive securities	661		433		743		501
Diluted	Diluted	111,334		111,502		111,380		111,545		Diluted	111,103		111,334		111,066		111,380


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019			June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020

Net income	Net income	$	78,172	$	30,955	$	135,772	$	77,696	Net income	$	94,476	$	78,172	$	167,757	$	135,772
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	Changes in net prior service credit and actuarial losses	1,809		2,614		2,748		5,120		Changes in net prior service credit and actuarial losses	1,876		1,809		3,754		2,748
Change in fair value of derivatives	Change in fair value of derivatives	104		(1,601)		(2,351)		(2,488)		Change in fair value of derivatives	828		104		1,469		(2,351)
Foreign currency translation	Foreign currency translation	(1,576)		6,045		(38,015)		803		Foreign currency translation	25,669		(1,576)		(7,703)		(38,015)
Other comprehensive income (loss)	Other comprehensive income (loss)	337		7,058		(37,618)		3,435		Other comprehensive income (loss)	28,373		337		(2,480)		(37,618)
Comprehensive income	Comprehensive income	$	78,509	$	38,013	$	98,154	$	81,131	Comprehensive income	$	122,849	$	78,509	$	165,277	$	98,154


		2020		2019			2021		2020
Cash flows provided by (used in) operating activities:	Cash flows provided by (used in) operating activities:					Cash flows provided by (used in) operating activities:
Net income	Net income	$	135,772	$	77,696	Net income	$	167,757	$	135,772
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:					Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	104,197		104,102		Depreciation and amortization	122,386		104,197
Rationalization charges	Rationalization charges	4,741		45,400		Rationalization charges	10,711		4,741
Stock compensation expense	Stock compensation expense	9,056		8,244		Stock compensation expense	10,337		9,056
Loss on early extinguishment of debt	Loss on early extinguishment of debt	1,481		—		Loss on early extinguishment of debt	883		1,481
Other changes that provided (used) cash, net of effects from acquisitions:	Other changes that provided (used) cash, net of effects from acquisitions:					Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net	Trade accounts receivable, net	(179,949)		(155,198)		Trade accounts receivable, net	(277,768)		(179,949)
Inventories	Inventories	(148,141)		(187,790)		Inventories	(233,815)		(148,141)
Trade accounts payable	Trade accounts payable	(68,026)		(19,421)		Trade accounts payable	31,825		(68,026)
Accrued liabilities	Accrued liabilities	67,936		(22,875)		Accrued liabilities	(24,316)		67,936

Other, net	Other, net	9,129		20,764		Other, net	(17,313)		9,129
Net cash used in operating activities	Net cash used in operating activities	(63,804)		(129,078)		Net cash used in operating activities	(209,313)		(63,804)

Cash flows provided by (used in) investing activities:	Cash flows provided by (used in) investing activities:					Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired	Purchase of businesses, net of cash acquired	(941,102)		—		Purchase of businesses, net of cash acquired	2,305		(941,102)
Capital expenditures	Capital expenditures	(106,436)		(116,165)		Capital expenditures	(123,604)		(106,436)
Other, net	Other, net	983		560		Other, net	4,914		983
Net cash used in investing activities	Net cash used in investing activities	(1,046,555)		(115,605)		Net cash used in investing activities	(116,385)		(1,046,555)

Cash flows provided by (used in) financing activities:	Cash flows provided by (used in) financing activities:					Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	Borrowings under revolving loans	927,302		703,359		Borrowings under revolving loans	318,141		927,302
Repayments under revolving loans	Repayments under revolving loans	(570,955)		(287,368)		Repayments under revolving loans	(105,856)		(570,955)
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	1,639,661		—		Proceeds from issuance of long-term debt	499,725		1,639,661
Repayments of long-term debt	Repayments of long-term debt	(766,170)		(8,161)		Repayments of long-term debt	(500,000)		(766,170)
Changes in outstanding checks - principally vendors	Changes in outstanding checks - principally vendors	(79,006)		(83,670)		Changes in outstanding checks - principally vendors	(84,216)		(79,006)
Dividends paid on common stock	Dividends paid on common stock	(27,121)		(26,415)		Dividends paid on common stock	(31,564)		(27,121)
Debt issuance costs	Debt issuance costs	(10,265)		—		Debt issuance costs	(4,905)		(10,265)

Repurchase of common stock	Repurchase of common stock	(13,155)		(15,252)		Repurchase of common stock	(8,538)		(13,155)

Net cash provided by financing activities	Net cash provided by financing activities	1,100,291		282,493		Net cash provided by financing activities	82,787		1,100,291

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(2,674)		712		Effect of exchange rate changes on cash and cash equivalents	(1,749)		(2,674)

Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Net (decrease) increase		(12,742)		38,522
Net decrease						Net decrease	(244,660)		(12,742)
Balance at beginning of year	Balance at beginning of year	203,824		72,819		Balance at beginning of year	409,481		203,824
Balance at end of period	Balance at end of period	$	191,082	$	111,341	Balance at end of period	$	164,821	$	191,082

Interest paid, net	Interest paid, net	$	38,058	$	53,069	Interest paid, net	$	48,026	$	38,058
Income taxes paid, net	Income taxes paid, net	28,974		23,634		Income taxes paid, net	47,297		28,974


			☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


~~Trade accounts receivable~~	$	~~48,177~~
~~Inventories~~	~~41,178~~
~~Property, plant and equipment~~	~~167,316~~
~~Other intangible assets~~	~~287,000~~
~~Other assets~~	~~42,593~~
~~Trade accounts payable and accrued liabilities~~	~~(66,506)~~
~~Deferred income tax liabilities~~	~~(90,791)~~
~~Debt and other liabilities~~	~~(36,587)~~
~~Total identifiable net assets~~	~~392,380~~
~~Goodwill~~	~~508,894~~
~~Cash paid at closing, net of cash acquired~~	$	~~901,274~~


		Employee Severance and Benefits		Plant Exit Costs		Non-Cash Asset Write-Down		Total			Employee Severance and Benefits		Plant Exit Costs		Non-Cash Asset Write-Down		Total
		(Dollars in thousands)															(Dollars in thousands)
Balance at December 31, 2019		$	42,815	$	898	$	—	$	43,713
Balance at December 31, 2020										Balance at December 31, 2020	$	41,005	$	555	$	0	$	41,560
Charged to expense	Charged to expense	2,715		1,506		520		4,741		Charged to expense	6,172		(5)		4,544		10,711
Utilized and currency translation	Utilized and currency translation	(3,887)		(1,752)		(520)		(6,159)		Utilized and currency translation	(3,258)		(263)		(4,544)		(8,065)
Balance at June 30, 2020		$	41,643	$	652	$	—	$	42,295
Balance at June 30, 2021										Balance at June 30, 2021	$	43,919	$	287	$	0	$	44,206


	Metal Containers		Closures		Plastic Containers		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	113,463	$	801,776	$	226,984	$	1,142,223
Acquisitions	—		527,270		—		527,270
Currency translation	(84)		35		(830)		(879)
Balance at June 30, 2020	$	113,379	$	1,329,081	$	226,154	$	1,668,614


	June 30, 2020						December 31, 2019
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	688,391	$	(126,737)	$	422,042	$	(116,575)
Other	68,075		(26,713)		39,447		(22,439)
	756,466		(153,450)		461,489		(139,014)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	788,606	$	(153,450)	$	493,629	$	(139,014)


Exhibit Number						Description

*3.1						Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to permit an increase in the size of the Board of Directors for a period of time.

*+10.1						Second Amendment to the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan.

22						Subsidiary Guarantors and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, Commission File No. 000-22117).

*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).


			SILGAN HOLDINGS INC.



Dated: August ~~7, 2020~~4, 2021			/s/ Robert B. Lewis
			Robert B. Lewis
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial and
			Accounting Officer)