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, ~~2020~~2021


			☐						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 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)

(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	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 October 31, ~~2020,~~2021, the number of shares outstanding of the Registrant’s common stock was ~~110,587,054.~~110,410,229.

-1-


SILGAN HOLDINGS INC.

TABLE OF CONTENTS

			Page No.


Part I. Financial Information			3

Item 1. Financial Statements			3

Condensed Consolidated Balance Sheets at S e ~~ptember~~September 30, ~~2020~~2021 and ~~2019~~2020 and December 31, ~~2019~~2020			3

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

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

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

Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 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			2120

Item 3. Quantitative and Qualitative Disclosures About Market Risk			28

Item 4. Controls and Procedures			28

Part II. Other Information			29

Item 6. Exhibits			29

Signatures			30

-2-

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


		Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019			Sept. 30, 2021		Sept. 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	$	193,759	$	117,389	$	203,824	Cash and cash equivalents	$	270,567	$	193,759	$	409,481
Trade accounts receivable, net	Trade accounts receivable, net	865,436		751,404		504,986		Trade accounts receivable, net	1,033,680		865,436		619,535
Inventories	Inventories	678,181		703,206		633,005		Inventories	762,182		678,181		677,534
Prepaid expenses and other current assets	Prepaid expenses and other current assets	84,715		61,310		64,993		Prepaid expenses and other current assets	114,945		84,715		92,643
Total current assets	Total current assets	1,822,091		1,633,309		1,406,808		Total current assets	2,181,374		1,822,091		1,799,193

Property, plant and equipment, net	Property, plant and equipment, net	1,785,787		1,522,541		1,570,331		Property, plant and equipment, net	1,963,349		1,785,787		1,840,758
Goodwill	Goodwill	1,702,463		1,128,151		1,142,223		Goodwill	2,039,033		1,702,463		1,741,496
Other intangible assets, net	Other intangible assets, net	633,256		358,046		354,615		Other intangible assets, net	839,332		633,256		637,208
Other assets, net	Other assets, net	508,982		431,970		457,082		Other assets, net	524,752		508,982		492,931
		$	6,452,579	$	5,074,017	$	4,931,059		$	7,547,840	$	6,452,579	$	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	$	284,465	$	841,430	$	29,813	Revolving loans and current portion of long-term debt	$	934,246	$	284,465	$	28,036
Trade accounts payable	Trade accounts payable	592,881		550,557		727,053		Trade accounts payable	761,018		592,881		802,541
Accrued payroll and related costs	Accrued payroll and related costs	119,369		69,191		66,866		Accrued payroll and related costs	110,452		119,369		130,088
Accrued liabilities	Accrued liabilities	245,626		156,599		194,797		Accrued liabilities	235,372		245,626		230,955
Total current liabilities	Total current liabilities	1,242,341		1,617,777		1,018,529		Total current liabilities	2,041,088		1,242,341		1,191,620

Long-term debt	Long-term debt	3,163,305		1,809,955		2,214,608		Long-term debt	3,191,581		3,163,305		3,223,217
Deferred income taxes	Deferred income taxes	371,966		274,107		254,836		Deferred income taxes	383,154		371,966		355,995
Other liabilities	Other liabilities	456,104		403,648		419,764		Other liabilities	475,311		456,104		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	301,463		285,061		289,422		Paid-in capital	320,132		301,463		306,363
Retained earnings	Retained earnings	2,348,728		2,118,860		2,141,302		Retained earnings	2,622,401		2,348,728		2,395,395
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(272,352)		(287,923)		(259,742)		Accumulated other comprehensive loss	(291,158)		(272,352)		(260,953)
Treasury stock	Treasury stock	(1,160,727)		(1,149,219)		(1,149,411)		Treasury stock	(1,196,420)		(1,160,727)		(1,189,683)
Total stockholders’ equity	Total stockholders’ equity	1,218,863		968,530		1,023,322		Total stockholders’ equity	1,456,706		1,218,863		1,252,873
		$	6,452,579	$	5,074,017	$	4,931,059		$	7,547,840	$	6,452,579	$	6,511,586

See accompanying notes.

-3-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020

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

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020

Net sales	Net sales	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635	Net sales	$	1,651,070	$	1,488,499	$	4,237,841	$	3,695,353
Cost of goods sold	Cost of goods sold	1,230,148		1,113,727		3,027,809		2,884,510		Cost of goods sold	1,402,836		1,230,148		3,533,257		3,027,809
Gross profit	Gross profit	258,351		207,615		667,544		557,125		Gross profit	248,234		258,351		704,584		667,544
Selling, general and administrative expenses	Selling, general and administrative expenses	91,525		76,065		282,011		233,816		Selling, general and administrative expenses	90,299		91,525		282,072		282,011
Rationalization charges	Rationalization charges	2,505		3,195		7,247		48,594		Rationalization charges	2,315		2,505		13,026		7,247
Other pension and postretirement income	Other pension and postretirement income	(9,712)		(4,340)		(29,122)		(13,320)		Other pension and postretirement income	(12,297)		(9,712)		(37,934)		(29,122)
Income before interest and income taxes	Income before interest and income taxes	174,033		132,695		407,408		288,035		Income before interest and income taxes	167,917		174,033		447,420		407,408
Interest and other debt expense before loss on early extinguishment of debt	Interest and other debt expense before loss on early extinguishment of debt	27,725		26,767		77,051		82,272		Interest and other debt expense before loss on early extinguishment of debt	27,039		27,725		79,868		77,051
Loss on early extinguishment of debt	Loss on early extinguishment of debt	0		1,676		1,481		1,676		Loss on early extinguishment of debt	—		—		883		1,481
Interest and other debt expense	Interest and other debt expense	27,725		28,443		78,532		83,948		Interest and other debt expense	27,039		27,725		80,751		78,532
Income before income taxes	Income before income taxes	146,308		104,252		328,876		204,087		Income before income taxes	140,878		146,308		366,669		328,876
Provision for income taxes	Provision for income taxes	33,457		22,978		80,253		45,117		Provision for income taxes	34,586		33,457		92,620		80,253
Net income	Net income	$	112,851	$	81,274	$	248,623	$	158,970	Net income	$	106,292	$	112,851	$	274,049	$	248,623

Earnings per share:	Earnings per share:									Earnings per share:
Basic net income per share	Basic net income per share	$	1.02	$	0.73	$	2.24	$	1.43	Basic net income per share	$	0.96	$	1.02	$	2.48	$	2.24
Diluted net income per share	Diluted net income per share	$	1.01	$	0.73	$	2.23	$	1.43	Diluted net income per share	$	0.96	$	1.01	$	2.47	$	2.23

Weighted average number of shares:	Weighted average number of shares:									Weighted average number of shares:
Basic	Basic	110,921		111,058		110,895		110,985		Basic	110,465		110,921		110,372		110,895
Effect of dilutive securities	Effect of dilutive securities	691		463		565		554		Effect of dilutive securities	732		691		739		565
Diluted	Diluted	111,612		111,521		111,460		111,539		Diluted	111,197		111,612		111,111		111,460

See accompanying notes.

-4-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020

(Dollars in thousands)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020

Net income	Net income	$	112,851	$	81,274	$	248,623	$	158,970	Net income	$	106,292	$	112,851	$	274,049	$	248,623
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	1,807		2,625		4,555		7,745		Changes in net prior service credit and actuarial losses	2,156		1,807		5,910		4,555
Change in fair value of derivatives	Change in fair value of derivatives	681		(159)		(1,670)		(2,647)		Change in fair value of derivatives	1,071		681		2,540		(1,670)
Foreign currency translation	Foreign currency translation	22,520		(25,016)		(15,495)		(24,213)		Foreign currency translation	(30,952)		22,520		(38,655)		(15,495)
Other comprehensive income (loss)		25,008		(22,550)		(12,610)		(19,115)
Other comprehensive (loss) income										Other comprehensive (loss) income	(27,725)		25,008		(30,205)		(12,610)
Comprehensive income	Comprehensive income	$	137,859	$	58,724	$	236,013	$	139,855	Comprehensive income	$	78,567	$	137,859	$	243,844	$	236,013

See accompanying notes.

-5-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020

(Dollars in thousands)

(Unaudited)


		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	$	248,623	$	158,970	Net income	$	274,049	$	248,623
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	163,454		156,780		Depreciation and amortization	185,968		163,454
Rationalization charges	Rationalization charges	7,247		48,594		Rationalization charges	13,026		7,247
Stock compensation expense	Stock compensation expense	13,880		12,669		Stock compensation expense	15,605		13,880
Loss on early extinguishment of debt	Loss on early extinguishment of debt	1,481		1,676		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	(311,008)		(250,783)		Trade accounts receivable, net	(415,331)		(311,008)
Inventories	Inventories	2,435		(75,414)		Inventories	(78,738)		2,435
Trade accounts payable	Trade accounts payable	(73,814)		(63,609)		Trade accounts payable	62,303		(73,814)
Accrued liabilities	Accrued liabilities	57,187		(10,475)		Accrued liabilities	(33,488)		57,187

Other, net	Other, net	8,981		19,181		Other, net	(30,055)		8,981
Net cash provided by (used in) operating activities		118,466		(2,411)
Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	(5,778)		118,466

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	(940,875)		0		Purchase of businesses, net of cash acquired	(718,430)		(940,875)
Capital expenditures	Capital expenditures	(165,163)		(166,848)		Capital expenditures	(172,994)		(165,163)
Other, net	Other, net	999		509		Other, net	2,234		999
Net cash used in investing activities	Net cash used in investing activities	(1,105,039)		(166,339)		Net cash used in investing activities	(889,190)		(1,105,039)

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	993,406		1,139,329		Borrowings under revolving loans	1,155,199		993,406
Repayments under revolving loans	Repayments under revolving loans	(748,539)		(464,759)		Repayments under revolving loans	(248,310)		(748,539)
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	1,639,661		0		Proceeds from issuance of long-term debt	499,725		1,639,661
Repayments of long-term debt	Repayments of long-term debt	(766,170)		(308,161)		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	(40,432)		(38,615)		Dividends paid on common stock	(47,030)		(40,432)
Debt issuance costs	Debt issuance costs	(10,265)		0		Debt issuance costs	(4,909)		(10,265)

Repurchase of common stock	Repurchase of common stock	(13,155)		(27,364)		Repurchase of common stock	(8,573)		(13,155)

Net cash provided by financing activities	Net cash provided by financing activities	975,500		216,760		Net cash provided by financing activities	761,886		975,500

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,008		(3,440)		Effect of exchange rate changes on cash and cash equivalents	(5,832)		1,008

Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Net (decrease) increase		(10,065)		44,570
Net decrease						Net decrease	(138,914)		(10,065)
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	$	193,759	$	117,389	Balance at end of period	$	270,567	$	193,759

Interest paid, net	Interest paid, net	$	70,948	$	97,630	Interest paid, net	$	79,107	$	70,948
Income taxes paid, net	Income taxes paid, net	91,378		31,067		Income taxes paid, net	79,812		91,378

See accompanying notes.

-6-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020

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

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020

Common stock - shares outstanding	Common stock - shares outstanding									Common stock - shares outstanding
Balance at beginning of period	Balance at beginning of period	110,886		111,176		110,780		110,430		Balance at beginning of period	110,408		110,886		110,057		110,780
Net issuance of treasury stock for vested restricted stock units	Net issuance of treasury stock for vested restricted stock units	0		0		365		746		Net issuance of treasury stock for vested restricted stock units	2		—		353		365
Repurchases of common stock	Repurchases of common stock	0		(408)		(259)		(408)		Repurchases of common stock	—		—		—		(259)
Balance at end of period	Balance at end of period	110,886		110,768		110,886		110,768		Balance at end of period	110,410		110,886		110,410		110,886

Common stock - par value	Common stock - par value									Common stock - par value
Balance at beginning and end of period	Balance at beginning and end of period	$	1,751	$	1,751	$	1,751	$	1,751	Balance at beginning and end of period	$	1,751	$	1,751	$	1,751	$	1,751

Paid-in capital	Paid-in capital									Paid-in capital
Balance at beginning of period	Balance at beginning of period	296,639		280,636		289,422		276,062		Balance at beginning of period	314,873		296,639		306,363		289,422
Stock compensation expense	Stock compensation expense	4,824		4,425		13,880		12,669		Stock compensation expense	5,268		4,824		15,605		13,880
Net issuance of treasury stock for vested restricted stock units	Net issuance of treasury stock for vested restricted stock units	0		0		(1,839)		(3,670)		Net issuance of treasury stock for vested restricted stock units	(9)		—		(1,836)		(1,839)
Balance at end of period	Balance at end of period	301,463		285,061		301,463		285,061		Balance at end of period	320,132		301,463		320,132		301,463

Retained earnings	Retained earnings									Retained earnings
Balance at beginning of period	Balance at beginning of period	2,249,391		2,049,995		2,141,302		1,997,785		Balance at beginning of period	2,531,783		2,249,391		2,395,395		2,141,302
Net income	Net income	112,851		81,274		248,623		158,970		Net income	106,292		112,851		274,049		248,623
Dividends declared on common stock	Dividends declared on common stock	(13,514)		(12,409)		(40,532)		(37,302)		Dividends declared on common stock	(15,674)		(13,514)		(47,043)		(40,532)
Adoption of accounting standards updates related to credit losses in 2020 and leases in 2019		—		—		(665)		(593)
Adoption of accounting standards update related to credit losses in 2020										Adoption of accounting standards update related to credit losses in 2020	—		—		—		(665)
Balance at end of period	Balance at end of period	2,348,728		2,118,860		2,348,728		2,118,860		Balance at end of period	2,622,401		2,348,728		2,622,401		2,348,728

Accumulated other comprehensive loss	Accumulated other comprehensive loss									Accumulated other comprehensive loss
Balance at beginning of period	Balance at beginning of period	(297,360)		(265,373)		(259,742)		(268,808)		Balance at beginning of period	(263,433)		(297,360)		(260,953)		(259,742)
Other comprehensive income (loss)		25,008		(22,550)		(12,610)		(19,115)
Other comprehensive (loss) income										Other comprehensive (loss) income	(27,725)		25,008		(30,205)		(12,610)
Balance at end of period	Balance at end of period	(272,352)		(287,923)		(272,352)		(287,923)		Balance at end of period	(291,158)		(272,352)		(291,158)		(272,352)

Treasury stock	Treasury stock									Treasury stock
Balance at beginning of period	Balance at beginning of period	(1,160,727)		(1,137,107)		(1,149,411)		(1,125,525)		Balance at beginning of period	(1,196,394)		(1,160,727)		(1,189,683)		(1,149,411)
Net issuance of treasury stock for vested restricted stock units	Net issuance of treasury stock for vested restricted stock units	0		0		(4,382)		(11,582)		Net issuance of treasury stock for vested restricted stock units	(26)		—		(6,737)		(4,382)
Repurchases of common stock	Repurchases of common stock	0		(12,112)		(6,934)		(12,112)		Repurchases of common stock	—		—		—		(6,934)
Balance at end of period	Balance at end of period	(1,160,727)		(1,149,219)		(1,160,727)		(1,149,219)		Balance at end of period	(1,196,420)		(1,160,727)		(1,196,420)		(1,160,727)
Total stockholders' equity	Total stockholders' equity	$	1,218,863	$	968,530	$	1,218,863	$	968,530	Total stockholders' equity	$	1,456,706	$	1,218,863	$	1,456,706	$	1,218,863

Dividends declared on common stock per share	Dividends declared on common stock per share	$	0.12	$	0.11	$	0.36	$	0.33	Dividends declared on common stock per share	$	0.14	$	0.12	$	0.42	$	0.36

See accompanying notes.

-7-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine 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.

Effective with the 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 evolving nature of their products and our ongoing strategic focus. Each of these segments continues to consist of the same operations as prior to it being renamed.

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 ~~2020~~2021 assessment performed during the third quarter.

~~Recently Adopted Accounting Pronouncements.~~ ~~In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the~~ ~~accounting for credit losses on financial instruments~~. This new standard introduces an approach, based on expected losses, 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 result 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 operations or cash flows.

Note 2. Revenue

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 Nine Months Ended
Sept. 30, 2020 Sept. 30, 2019 Sept. 30, 2020 Sept. 30, 2019
(Dollars in thousands)
Metal containers $ 856,660 $ 822,262 $ 1,962,370 $ 1,904,941
Closures 475,105 353,436 1,242,725 1,072,979
Plastic containers 156,734 145,644 490,258 463,715
$ 1,488,499 $ 1,321,342 $ 3,695,353 $ 3,441,635


	Three Months Ended				Nine Months Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
	(Dollars in thousands)
Dispensing and Specialty Closures	$	533,329	$	475,105	$	1,588,449	$	1,242,725
Metal Containers	942,125		856,660		2,120,740		1,962,370
Custom Containers	175,616		156,734		528,652		490,258
	$	1,651,070	$	1,488,499	$	4,237,841	$	3,695,353

Revenues by geography were as follows:


	Three Months Ended				Nine Months Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
	(Dollars in thousands)
North America	$	1,274,025	$	1,143,562	$	3,140,924	$	2,858,561
Europe and other	377,045		344,937		1,096,917		836,792
	$	1,651,070	$	1,488,499	$	4,237,841	$	3,695,353

-8-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

~~Revenues by geography were as follows:~~

Three Months Ended Nine Months Ended
Sept. 30, 2020 Sept. 30, 2019 Sept. 30, 2020 Sept. 30, 2019
(Dollars in thousands)
North America $ 1,143,562 $ 1,078,187 $ 2,858,561 $ 2,747,518
Europe and other 344,937 243,155 836,792 694,117
$ 1,488,499 $ 1,321,342 $ 3,695,353 $ 3,441,635

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 $94.6 million, $80.2 million, ~~$73.4 million,~~ and ~~$71.1~~$83.0 million as of September 30, ~~2020~~2021 and ~~2019~~2020 and December 31, ~~2019,~~2020, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance ~~Sheet.~~Sheets.

Note 3. Acquisitions

~~Cobra~~Gateway Plastics Acquisition

On ~~February 4, 2020~~September 20, 2021, we acquired ~~Cobra~~Gateway Plastics ~~Inc.,~~LLC, or ~~Cobra Plastics,~~Silgan Specialty Packaging, a manufacturer and seller of ~~injection molded plastic~~dispensing closures and integrated dispensing packaging solutions, such as a combined container and closure or 100% recyclable dispensing beverage pods, to consumer goods product companies primarily for ~~a wide variety of consumer products, with a particular focus on~~ the ~~aerosol overcap market.~~food and beverage markets. The purchase price for this acquisition of ~~$39.8~~$483.8 million, net of cash acquired, was ~~primarily~~ funded with revolving loan borrowings under our amended and restated senior secured credit facility, as amended, 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 $901.0 million, net of cash acquired.~~ The purchase price is subject to ~~adjustment~~adjustments for working capital, ~~other current assets~~net indebtedness and current liabilities and net indebtedness. We incurred acquisition related costs for the Albéa Dispensing Business totaling $0.7 million and $19.0 million for the three and nine months ended September 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.

seller's transaction expenses. 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). 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 $200.7 million which is expected to be deductible for income tax purposes, a customer relationship intangible asset of $166.0 million with an estimated remaining life of 22 years and technology know-how of $3.4 million with an estimated remaining life of 5 years. 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. Silgan Specialty Packaging's results of operations were included in our Dispensing and Specialty Closures segment since the acquisition date and were not significant since such date.

Unicep Packaging Acquisition

On September 30, 2021, we acquired Unicep Packaging LLC, or Unicep, a Specialty Contract Manufacturer and Developer, or SCMD, solutions provider that develops, formulates, manufactures and sells precision dosing dispensing packaging solutions, such as diagnostic test components, oral care applications and skin care products, primarily for the health care, diagnostics, animal health, oral care and personal care markets. The purchase price for this acquisition of $236.9 million, net of cash acquired, was funded with revolving loan borrowings under the Credit Agreement. The purchase price is subject to adjustments for working capital, net indebtedness and seller's transaction expenses. 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). 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 $142.8 million which is expected to be deductible for income tax purposes, a customer relationship intangible asset of $72.0 million with an estimated remaining life of 18 years, technology know-how of $4.0 million with an estimated remaining life of 10 years and a trade name of $3.7 million with an estimated remaining life of 10 years. 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. Unicep's results of operations were included in our Dispensing and Specialty Closures segment since the ~~related tax impact of any adjustments to~~acquisition date and were not significant since such date.

-9-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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.

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


~~Trade accounts receivable~~	$	~~42,742~~
~~Inventories~~	~~41,102~~
~~Property, plant and equipment~~	~~192,723~~
~~Other intangible assets~~	~~285,000~~
~~Other assets~~	~~33,478~~
~~Trade accounts payable and accrued liabilities~~	~~(62,930)~~
~~Deferred income tax liabilities~~	~~(101,795)~~
~~Debt and other liabilities~~	~~(31,843)~~
~~Total identifiable net assets~~	~~398,477~~
~~Goodwill~~	~~502,570~~
~~Cash paid at closing, net of cash acquired~~	$	~~901,047~~

Goodwill of $502.6 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 $257.0 million with an estimated remaining life of 24 years and technology know-how of $28.0 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 nine months ended September 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date. Net sales from the Albéa Dispensing Business operations of $81.3 million and $111.2 million were included in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020, respectively.

Note 4. Rationalization Charges

Three Months Ended Nine Months Ended
Sept. 30, 2020 Sept. 30, 2019 Sept. 30, 2020 Sept. 30, 2019
(Dollars in thousands)
Metal containers $ 1,639 $ 3,035 $ 4,755 $ 42,280
Closures 787 72 2,229 5,979
Plastic containers 79 88 263 335
$ 2,505 $ 3,195 $ 7,247 $ 48,594


	Three Months Ended				Nine Months Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
	(Dollars in thousands)
Dispensing and Specialty Closures	$	406	$	787	$	5,704	$	2,229
Metal Containers	1,822		1,639		7,068		4,755
Custom Containers	87		79		254		263
	$	2,315	$	2,505	$	13,026	$	7,247

~~-10-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

Activity in reserves for our rationalization plans were as follows:


		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	$	0	$	43,713
Balance at December 31, 2020										Balance at December 31, 2020	$	41,005	$	555	$	—	$	41,560
Charged to expense	Charged to expense	4,138		2,005		1,104		7,247		Charged to expense	7,262		1,210		4,554		13,026
Utilized and currency translation	Utilized and currency translation	(5,410)		(2,251)		(1,104)		(8,765)		Utilized and currency translation	(5,253)		(1,638)		(4,554)		(11,445)
Balance at September 30, 2020		$	41,543	$	652	$	0	$	42,195
Balance at September 30, 2021										Balance at September 30, 2021	$	43,014	$	127	$	—	$	43,141

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 9 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of September 30, ~~2020~~2021 were recorded in our Condensed Consolidated Balance ~~Sheets~~Sheet as accrued liabilities of ~~$4.8~~$7.1 million and other liabilities of ~~$37.4~~$36.0 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 ~~$2.1~~$1.2 million and ~~$3.9~~$5.9 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 $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.

-10-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

Note 5. 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) (3,176) (15,495) (19,543)
Amounts reclassified from accumulated other
comprehensive loss
5,427 1,506 0 6,933
Other comprehensive loss 4,555 (1,670) (15,495) (12,610)
Balance at September 30, 2020 $ (134,547) $ (4,852) $ (132,953) $ (272,352)


	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	—		1,022		(38,655)		(37,633)
Amounts reclassified from accumulated other comprehensive loss	5,910		1,518		—		7,428
Other comprehensive loss	5,910		2,540		(38,655)		(30,205)
Balance at September 30, 2021	$	(162,694)	$	(2,116)	$	(126,348)	$	(291,158)

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, ~~2020,~~2021 were net (losses) of ~~$(2.4)~~$(2.9) million and ~~$(7.3)~~$(8.1) million, respectively, excluding income tax benefits of ~~$0.6~~$0.8 million and ~~$1.9~~$2.2 million, respectively. For the three and nine months ended September 30, ~~2020~~2021, these net (losses) consisted of amortization of net actuarial (losses) of ~~$(2.9)~~$(3.3) million and ~~$(8.6)~~$(9.3) million and amortization of net prior service credit of $0.4 million and ~~$1.3~~$1.2 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 11 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, ~~2020~~2021 were not significant.

~~-11-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 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 ~~$42.4~~$(40.5) million and ~~$19.4~~$(63.1) million, respectively, (ii) foreign currency (losses) gains related to intra-entity foreign currency transactions that are of a long-term investment nature of ~~$(0.4)~~$(0.1) million and ~~$(3.3)~~$0.8 million, respectively, and (iii) foreign currency ~~(losses)~~gains related to our net investment hedges of ~~$(25.2)~~$12.6 million and ~~$(41.4)~~$30.9 million, respectively, excluding an income tax ~~benefits~~(provision) of ~~$6.0~~$(3.0) million and ~~$9.8~~$(7.3) million, respectively. See Note 9 for further discussion.

Note 6. Inventories

Inventories consisted of the following:


		Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019			Sept. 30, 2021		Sept. 30, 2020		Dec. 31, 2020
		(Dollars in thousands)							(Dollars in thousands)
Raw materials	Raw materials	$	294,896	$	275,015	$	286,953	Raw materials	$	333,202	$	294,896	$	270,066
Work-in-process	Work-in-process	154,157		127,590		134,417		Work-in-process	152,429		154,157		167,100
Finished goods	Finished goods	370,406		413,864		355,337		Finished goods	370,134		370,406		335,346
Other	Other	15,217		12,620		12,793		Other	16,005		15,217		14,610
		834,676		829,089		789,500			871,770		834,676		787,122
Adjustment to value inventory at cost on the LIFO method	Adjustment to value inventory at cost on the LIFO method	(156,495)		(125,883)		(156,495)		Adjustment to value inventory at cost on the LIFO method	(109,588)		(156,495)		(109,588)
		$	678,181	$	703,206	$	633,005		$	762,182	$	678,181	$	677,534

-11-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

Note 7. Goodwill and Other Intangibles

Changes in the carrying amount of goodwill were as follows:


		Metal Containers		Closures		Plastic Containers		Total			Dispensing and Specialty Closures		Metal Containers		Custom Containers		Total
		(Dollars in thousands)									(Dollars in thousands)
Balance at December 31, 2019		$	113,463	$	801,776	$	226,984	$	1,142,223
Balance at December 31, 2020										Balance at December 31, 2020	$	1,396,191	$	117,938	$	227,367	$	1,741,496
Acquisitions	Acquisitions	—		520,946		—		520,946		Acquisitions	346,916		—		—		346,916
Currency translation	Currency translation	2,217		37,511		(434)		39,294		Currency translation	(46,610)		(2,869)		100		(49,379)
Balance at September 30, 2020		$	115,680	$	1,360,233	$	226,550	$	1,702,463
Balance at September 30, 2021										Balance at September 30, 2021	$	1,696,497	$	115,069	$	227,467	$	2,039,033

In connection with our acquisitions of ~~Cobra Plastics~~Silgan Specialty Packaging and ~~the Albéa Dispensing Business~~Unicep as discussed in Note 3, we recognized goodwill of ~~$521.0~~$343.5 million.

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


	Sept. 30, 2021				Dec. 31, 2020
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	926,566	$	(163,998)	$	711,065	$	(147,014)
Other	81,339		(36,715)		72,689		(31,672)
	1,007,905		(200,713)		783,754		(178,686)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	1,040,045	$	(200,713)	$	815,894	$	(178,686)

In connection with our acquisitions of Silgan Specialty Packaging and Unicep as discussed in Note 3, we recognized intangible assets for customer relationships of $238.0 million, technology know-how of $7.4 million and a trade name of $3.7 million.

Amortization expense was $10.5 million and $31.1 million for the three and nine months ended September 30, 2021, respectively, and $10.4 million and $25.4 million for the three and nine months ended September 30, 2020, respectively. Amortization expense is expected to be $45.1 million, $52.8 million, $52.7 million, $52.7 million and $48.7 million for the years ended December 31, 2021 through 2025, respectively.

-12-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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

Sept. 30, 2020 Dec. 31, 2019
Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization
(Dollars in thousands)
Definite-lived intangibles:
Customer relationships $ 696,003 $ (136,583) $ 422,042 $ (116,575)
Other 70,766 (29,070) 39,447 (22,439)
766,769 (165,653) 461,489 (139,014)
Indefinite-lived intangibles:
Trade names 32,140 — 32,140 —
$ 798,909 $ (165,653) $ 493,629 $ (139,014)

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 $268.5 million and technology know-how of $28.0 million.

Amortization expense was $10.4 million and $25.4 million for the three and nine months ended September 30, 2020, respectively, and $6.7 million and $20.4 million for the three and nine months ended September 30, 2019, respectively. Amortization expense is expected to be $35.9 million, $40.7 million, $39.9 million, $39.9 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:


		Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019			Sept. 30, 2021		Sept. 30, 2020		Dec. 31, 2020
		(Dollars in thousands)							(Dollars in thousands)
Bank debt	Bank debt							Bank debt
Bank revolving loans	Bank revolving loans	$	246,000	$	766,000	$	0	Bank revolving loans	$	910,000	$	246,000	$	—
U.S. term loans	U.S. term loans	900,000		800,000		760,000		U.S. term loans	400,000		900,000		900,000
Canadian term loans		0		15,943		4,703

Other foreign bank revolving and term loans	Other foreign bank revolving and term loans	39,825		37,062		31,127		Other foreign bank revolving and term loans	36,003		39,825		30,407
Total bank debt	Total bank debt	1,185,825		1,619,005		795,830		Total bank debt	1,346,003		1,185,825		930,407

4¾% Senior Notes	4¾% Senior Notes	300,000		300,000		300,000		4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	3¼% Senior Notes	762,223		708,630		729,755		3¼% Senior Notes	753,285		762,223		795,307
4⅛% Senior Notes	4⅛% Senior Notes	600,000		0		400,000		4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	2¼% Senior Notes	586,325		0		0		2¼% Senior Notes	579,450		586,325		611,775
1.4% Senior Secured Notes								1.4% Senior Secured Notes	500,000		—		—
Finance leases	Finance leases	35,035		33,440		33,288		Finance leases	69,061		35,035		34,480
Total debt - principal	Total debt - principal	3,469,408		2,661,075		2,258,873		Total debt - principal	4,147,799		3,469,408		3,271,969
Less unamortized debt issuance costs and debt discount	Less unamortized debt issuance costs and debt discount	21,638		9,690		14,452		Less unamortized debt issuance costs and debt discount	21,972		21,638		20,716
Total debt	Total debt	3,447,770		2,651,385		2,244,421		Total debt	4,125,827		3,447,770		3,251,253
Less current portion	Less current portion	284,465		841,430		29,813		Less current portion	934,246		284,465		28,036
		$	3,163,305	$	1,809,955	$	2,214,608		$	3,191,581	$	3,163,305	$	3,223,217

At September 30, 2021, the current portion of long-term debt consisted of $910.0 million of bank revolving loans under the Credit Agreement, $21.6 million of other foreign bank revolving and term loans and $2.6 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

-13-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

~~At September 30, 2020, the current portion of long-term debt consisted of $246.0 million of bank revolving loans under~~extent such subsidiary no longer guarantees the Credit Agreement ~~$36.6 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 $1.9 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

-14-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine 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. 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, ~~2020:~~2021:

Carrying
Amount Fair
Value
(Dollars in thousands)
Assets:
Cash and cash equivalents $ 193,759 $ 193,759
Liabilities:
Bank debt $ 1,185,825 $ 1,185,825
4¾% Senior Notes 300,000 305,250
3¼% Senior Notes 762,223 772,589
4⅛% Senior Notes 599,062 613,500
2¼% Senior Notes 586,325 573,133
Derivative instruments (accrued and other liabilities) 6,588 6,588


	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	270,567	$	270,567


Liabilities:
Bank debt	$	1,346,003	$	1,346,003

4¾% Notes	300,000		304,140
3¼% Notes	753,285		760,291
4⅛% Notes	599,172		616,500
2¼% Notes	579,450		584,607
1.4% Notes	499,758		492,000

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 September 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~~

~~-15-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~three and nine 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.

-15-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2021 and 2020 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, 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 September 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 nine ~~month periods~~months ended September 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 September 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 nine month periods ended September 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 September 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~~gains related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, ~~2020~~2021 were ~~$(25.2)~~$12.6 million and ~~$(41.4)~~$30.9 million, respectively.

Note 10. 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

~~-16-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~three and nine 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.

-16-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

Note 11. Retirement Benefits

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
		(Dollars in thousands)									(Dollars in thousands)
Service cost	Service cost	$	2,983	$	2,871	$	9,958	$	9,383	Service cost	$	3,177	$	2,983	$	10,754	$	9,958
Interest cost	Interest cost	5,816		7,149		17,236		21,241		Interest cost	4,579		5,816		13,288		17,236
Expected return on plan assets	Expected return on plan assets	(18,104)		(15,200)		(54,091)		(45,425)		Expected return on plan assets	(19,892)		(18,104)		(59,590)		(54,091)
Amortization of prior service cost	Amortization of prior service cost	43		46		154		86		Amortization of prior service cost	67		43		183		154
Amortization of actuarial losses	Amortization of actuarial losses	2,993		4,084		8,862		12,324		Amortization of actuarial losses	3,464		2,993		9,518		8,862

Net periodic benefit credit	Net periodic benefit credit	$	(6,269)	$	(1,050)	$	(17,881)	$	(2,391)	Net periodic benefit credit	$	(8,605)	$	(6,269)	$	(25,847)	$	(17,881)

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
		(Dollars in thousands)									(Dollars in thousands)
Service cost	Service cost	$	18	$	16	$	66	$	60	Service cost	$	25	$	18	$	81	$	66
Interest cost	Interest cost	142		200		425		569		Interest cost	82		142		272		425
Amortization of prior service credit	Amortization of prior service credit	(487)		(586)		(1,454)		(1,749)		Amortization of prior service credit	(460)		(487)		(1,373)		(1,454)
Amortization of actuarial gains	Amortization of actuarial gains	(115)		(33)		(254)		(366)		Amortization of actuarial gains	(137)		(115)		(232)		(254)
Net periodic benefit credit	Net periodic benefit credit	$	(442)	$	(403)	$	(1,217)	$	(1,486)	Net periodic benefit credit	$	(490)	$	(442)	$	(1,252)	$	(1,217)

~~-17-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

Note 12. 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.

Note 13. 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 nine months ended September 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 September 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 nine months of ~~2020,~~2021, we issued ~~582,151~~576,232 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~~223,030 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 September 30, ~~2020, 64,226,667~~2021, 64,702,267 shares of our common stock were held in treasury.

-17-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

Note 14. 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 nine months of ~~2020, 453,622~~2021, 364,769 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~~$14.1 million, which is being amortized ratably over the respective vesting period from the grant date.

~~-18-~~

~~SILGAN HOLDINGS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~three and nine 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 September 30, 2020
Net sales $ 856,660 $ 475,105 $ 156,734 $ 0 $ 1,488,499
Depreciation and amortization(1)
21,008 27,777 9,207 39 58,031
Rationalization charges 1,639 787 79 0 2,505
Segment income 94,497 64,161 21,887 (6,512) 174,033
Three Months Ended September 30, 2019
Net sales $ 822,262 $ 353,436 $ 145,644 $ 0 $ 1,321,342
Depreciation and amortization(1)
21,477 20,847 9,512 39 51,875
Rationalization charges 3,035 72 88 0 3,195
Segment income 81,128 44,784 11,425 (4,642) 132,695
Nine Months Ended September 30, 2020
Net sales $ 1,962,370 $ 1,242,725 $ 490,258 $ 0 $ 3,695,353
Depreciation and amortization(1)
62,034 69,927 28,046 120 160,127
Rationalization charges 4,755 2,229 263 0 7,247
Segment income 213,757 167,971 66,918 (41,238) 407,408
Nine Months Ended September 30, 2019
Net sales $ 1,904,941 $ 1,072,979 $ 463,715 $ 0 $ 3,441,635
Depreciation and amortization(1)
64,021 62,345 27,665 120 154,151
Rationalization charges 42,280 5,979 335 0 48,594
Segment income 134,053 131,896 36,902 (14,816) 288,035


	Dispensing and Specialty Closures		Metal Containers		Custom Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended September 30, 2021
Net sales	$	533,329	$	942,125	$	175,616	$	—	$	1,651,070
Depreciation and amortization(1)	30,830		21,231		10,072		38		62,171
Rationalization charges	406		1,822		87		—		2,315
Segment income	60,090		94,271		22,704		(9,148)		167,917

Three Months Ended September 30, 2020
Net sales	$	475,105	$	856,660	$	156,734	$	—	$	1,488,499
Depreciation and amortization(1)	27,777		21,008		9,207		39		58,031
Rationalization charges	787		1,639		79		—		2,505
Segment income	64,161		94,497		21,887		(6,512)		174,033

Nine Months Ended September 30, 2021
Net sales	$	1,588,449	$	2,120,740	$	528,652	$	—	$	4,237,841
Depreciation and amortization(1)	88,821		63,809		29,077		119		181,826
Rationalization charges	5,704		7,068		254		—		13,026
Segment income	199,571		198,520		74,434		(25,105)		447,420

Nine Months Ended September 30, 2020
Net sales	$	1,242,725	$	1,962,370	$	490,258	$	—	$	3,695,353
Depreciation and amortization(1)	69,927		62,034		28,046		120		160,127
Rationalization charges	2,229		4,755		263		—		7,247
Segment income	167,971		213,757		66,918		(41,238)		407,408

_____________

(1)Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.4 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively and $4.1 million and $3.3 million for the ~~three and~~ nine months ended September 30, ~~2020, respectively,~~2021 and ~~amortization of debt issuance costs of $0.8 million and $2.6 million for the three and nine months ended September 30, 2019,~~2020, respectively.

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

Three Months Ended Nine Months Ended
Sept. 30, 2020 Sept. 30, 2019 Sept. 30, 2020 Sept. 30, 2019
(Dollars in thousands)
Total segment income $ 174,033 $ 132,695 $ 407,408 $ 288,035
Interest and other debt expense 27,725 28,443 78,532 83,948
Income before income taxes $ 146,308 $ 104,252 $ 328,876 $ 204,087

~~-19-~~-18-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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


	Three Months Ended				Nine Months Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
	(Dollars in thousands)
Total segment income	$	167,917	$	174,033	$	447,420	$	407,408
Interest and other debt expense	27,039		27,725		80,751		78,532
Income before income taxes	$	140,878	$	146,308	$	366,669	$	328,876

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 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.

Note 16. Subsequent Event

Easytech Closures Acquisition

On October 1, 2021, we acquired Easytech Closures S.p.A., or Easytech, a manufacturer and seller of easy-open and sanitary metal ends used with metal containers primarily for food applications in Europe. The purchase price for this acquisition of $28.5 million, net of cash acquired, was funded with revolving loan borrowings under the Credit Agreement. Easytech's results of operations will be included in our Metal Container segment.

~~-20-~~

-19-

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, ~~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.

General

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.

~~-21-~~-20-

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					Three Months Ended				Nine Months Ended
		Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019			Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
Net sales	Net sales									Net sales
Metal containers		57.6	%	62.2	%	53.1	%	55.3	%
Closures		31.9		26.8		33.6		31.2
Plastic containers		10.5		11.0		13.3		13.5
Dispensing and Specialty Closures										Dispensing and Specialty Closures	32.3	%	31.9	%	37.5	%	33.6	%
Metal Containers										Metal Containers	57.1		57.6		50.0		53.1
Custom Containers										Custom Containers	10.6		10.5		12.5		13.3
Consolidated	Consolidated	100.0		100.0		100.0		100.0		Consolidated	100.0		100.0		100.0		100.0
Cost of goods sold	Cost of goods sold	82.6		84.3		81.9		83.8		Cost of goods sold	85.0		82.6		83.4		81.9
Gross profit	Gross profit	17.4		15.7		18.1		16.2		Gross profit	15.0		17.4		16.6		18.1
Selling, general and administrative expenses	Selling, general and administrative expenses	6.2		5.8		7.7		6.8		Selling, general and administrative expenses	5.5		6.2		6.6		7.7
Rationalization charges	Rationalization charges	0.2		0.2		0.2		1.4		Rationalization charges	0.1		0.2		0.3		0.2
Other pension and postretirement income	Other pension and postretirement income	(0.7)		(0.3)		(0.8)		(0.4)		Other pension and postretirement income	(0.8)		(0.7)		(0.9)		(0.8)
Income before interest and income taxes	Income before interest and income taxes	11.7		10.0		11.0		8.4		Income before interest and income taxes	10.2		11.7		10.6		11.0
Interest and other debt expense	Interest and other debt expense	1.9		2.1		2.1		2.5		Interest and other debt expense	1.7		1.9		1.9		2.1
Income before income taxes	Income before income taxes	9.8		7.9		8.9		5.9		Income before income taxes	8.5		9.8		8.7		8.9
Provision for income taxes	Provision for income taxes	2.2		1.7		2.2		1.3		Provision for income taxes	2.1		2.2		2.2		2.2
Net income	Net income	7.6	%	6.2	%	6.7	%	4.6	%	Net income	6.4	%	7.6	%	6.5	%	6.7	%

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

Three Months Ended Nine Months Ended
Sept. 30, 2020 Sept. 30, 2019 Sept. 30, 2020 Sept. 30, 2019
(dollars in millions)
Net sales
Metal containers $ 856.7 $ 822.3 $ 1,962.4 $ 1,904.9
Closures 475.1 353.4 1,242.7 1,073.0
Plastic containers 156.7 145.6 490.3 463.7
Consolidated $ 1,488.5 $ 1,321.3 $ 3,695.4 $ 3,441.6
Segment income
Metal containers (1)
$ 94.5 $ 81.1 $ 213.8 $ 134.1
Closures (2)
64.2 44.8 168.0 131.9
Plastic containers (3)
21.9 11.4 66.9 36.9
Corporate (4)
(6.6) (4.6) (41.3) (14.9)
Consolidated $ 174.0 $ 132.7 $ 407.4 $ 288.0


	Three Months Ended				Nine Months Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
	(dollars in millions)
Net sales
Dispensing and Specialty Closures	$	533.4	$	475.1	$	1,588.4	$	1,242.7
Metal Containers	942.1		856.7		2,120.7		1,962.4
Custom Containers	175.6		156.7		528.7		490.3
Consolidated	$	1,651.1	$	1,488.5	$	4,237.8	$	3,695.4

Segment income
Dispensing and Specialty Closures (1)	$	60.1	$	64.2	$	199.6	$	168.0
Metal Containers (2)	94.3		94.5		198.5		213.8
Custom Containers (3)	22.7		21.9		74.4		66.9
Corporate (4)	(9.2)		(6.6)		(25.1)		(41.3)
Consolidated	$	167.9	$	174.0	$	447.4	$	407.4

(1) Includes rationalization charges of ~~$1.6~~$0.4 million and ~~$3.0~~$0.8 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$4.7~~$5.7 million and ~~$42.3~~$2.2 million for the nine months ended September 30, 2021 and 2020, respectively. Includes a charge for the write-up of inventory for purchase accounting of $0.9 million as a result of the acquisition of Silgan Specialty Packaging for the three and ~~2019, respectively.~~nine months ended September 30, 2021 and $3.5 million as a result of the acquisition of the dispensing operations of the Albéa Group for the nine months ended September 30, 2020.

(2) Includes rationalization charges of ~~$0.8~~$1.8 million and ~~$0.1~~$1.6 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$2.2~~$7.1 million and ~~$6.0~~$4.7 million for the nine months ended September 30, 2021 and 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 the nine months ended September 30, 2020.~~

(3) Includes rationalization charges of $0.1 million for each of the three months ended September 30, 2021 and 2020 and ~~2019~~$0.2 million and $0.3 million for ~~each of~~ the nine months ended September 30, 2021 and 2020, ~~and 2019.~~respectively.

(4) Includes costs attributed to announced acquisitions of $4.1 million and $0.7 million for the three months ended September 30, 2021 and 2020, respectively, and $4.1 million and $19.0 million for the ~~three and~~ nine months ended September 30, 2021 and 2020,respectively.

~~-22-~~-21-

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

Overview. Consolidated net sales were ~~$1.49~~$1.65 billion in the third quarter of ~~2020,~~2021, a ~~12.7~~10.9 percent increase as compared to the third quarter of ~~2019~~2020 primarily due to the pass through of higher raw material and other manufacturing costs, higher unit volumes ~~across all businesses including~~in the ~~impact from acquisitions,~~Dispensing and Specialty Closures and Metal Container segments, a more favorable mix of products sold in the ~~closures business~~Custom Container segment and the impact of favorable foreign currency translation, partially offset by lower volumes in the ~~pass through of lower raw material costs in all businesses~~Custom Container segment and a less favorable mix of products sold in the ~~metal~~Dispensing and ~~plastic container businesses.~~Specialty Closures and Metal Container segments. Income before interest and income taxes for the third quarter of ~~2020~~2021 was ~~$174.0~~$167.9 million, a ~~$41.3~~$6.1 million ~~increase~~decrease as compared to the same period in ~~2019,~~2020, primarily due to the unfavorable impact in the current year period from the delayed pass through of significantly higher ~~volumes and strong operating performance across all businesses, higher pension income and~~resin costs, a ~~more~~less favorable mix of products sold, higher costs as a result of labor and supply chain challenges in the ~~closures business,~~Dispensing and Specialty Closures and Metal Container segments, lower volumes in the Custom Container segment, higher costs attributed to announced acquisitions and the negative impact in the current year period of a charge from the write-up of inventory for purchase accounting related to the acquisition of Silgan Specialty Packaging, partially offset by ~~the impact from the renewal of certain significant customer contracts at the end of 2019 and a~~ higher ~~percentage of smaller cans sold~~unit volumes in the ~~metal container business.~~Dispensing and Specialty Closures and Metal Container segments, strong operating performance and cost control in the Custom Container segment, the pass through of other cost increases and productivity improvements in the Dispensing and Specialty Closures segment and higher pension income. Results for the third quarters of ~~2020~~2021 and ~~2019~~2020 included rationalization charges of ~~$2.5~~$2.3 million and ~~$3.2~~$2.5 million, respectively. Results for the third quarters of ~~2020~~2021 and ~~2019 also included other pension and postretirement income of $9.7 million and $4.3 million, respectively. Results for the third quarter of~~ 2020 also included costs ~~attributed~~attributable to announced acquisitions of $4.1 million and $0.7 million, ~~while results for the third quarter of 2019 included a loss on early extinguishment of debt of $1.7 million.~~respectively. Net income for the third quarter of ~~2020~~2021 was ~~$112.9~~$106.3 million as compared to ~~$81.3~~$112.9 million for the same period in ~~2019.~~2020. Net income per diluted share for the third quarter of ~~2020~~2021 was ~~$1.01~~$0.96 as compared to ~~$0.73~~$1.01 for the same period in ~~2019.~~2020.

Net Sales. The ~~$167.2~~$162.6 million increase in consolidated net sales in the third quarter of ~~2020~~2021 as compared to the third 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 ~~$34.4~~$58.3 million, or ~~4.2~~12.3 percent, in the third 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 raw material and other manufacturing costs, higher unit volumes of approximately ~~seventeen~~two percent and the impact of favorable foreign currency translation of approximately ~~$4.0~~$4 million, partially offset by a less favorable mix of products sold. The increase in unit volumes was principally the result of higher volumes for the beauty, fragrance, beverage and food markets as well as the inclusion of the recently acquired Silgan Specialty Packaging, partially offset by a decrease in volumes for hygiene and home cleaning products largely due to the ongoing inventory management throughout the supply chain for those products which surged in 2020 during the pandemic.

Net sales for the Metal Container segment increased $85.4 million, or 10.0 percent, in the third quarter of 2021 as compared to the same period in 2020. This increase was primarily the result of the pass through of ~~lower~~higher raw material and other manufacturing costs, ~~and~~higher unit volumes of approximately six percent, partially offset by a higher percentage of smaller cans sold. The increase in unit volumes was primarily due to ~~the continued increase in at home~~higher volumes for pet food ~~consumption~~ and ~~a shift in the timing of certain fruit and~~seasonal vegetable ~~pack shipments from the first half of the year to the third quarter.~~markets.

Net sales for the ~~closures business~~Custom Container segment increased ~~$121.7~~$18.9 million, or ~~34.4~~12.1 percent, in the third quarter of ~~2020~~2021 as compared to the same period in ~~2019.~~2020. This increase was ~~primarily~~principally due to the ~~result~~pass through of significantly higher ~~unit volumes of approximately ten percent,~~raw material costs, a more favorable mix of products sold ~~due primarily to strong unit volume growth in dispensing closures~~ and the impact of favorable foreign currency translation of approximately ~~$2.0~~$2 million, partially offset by ~~the pass through of~~ lower raw material costs. The increase in unit volumes was principally the result of the inclusion of the recent acquisitions of the Albéa Dispensing Business and Cobra Plastics and continued strong volumes for certain consumer health, hygiene, personal care and food products. These volume gains were partially offset by weak demand for certain beauty products during the COVID-19 pandemic.

~~Net sales for the plastic container business increased $11.1 million, or 7.6 percent, in the third quarter of 2020 as compared to the same period in 2019. This increase was principally due to higher~~ volumes of approximately fourteen percent ~~partially offset by~~as compared to record pandemic driven volumes in the ~~pass through of lower raw material costs and a less favorable mix of products sold.~~prior year period. The ~~increase~~decline in volumes was due primarily to ~~higher demand for~~a decrease in certain ~~food and~~ consumer health and ~~hygiene~~personal and home care products, ~~and continued new business awards.~~partially offset by growth in pet food products.

Gross Profit. Gross profit margin ~~increased 1.7~~decreased 2.4 percentage points to ~~17.4~~15.0 percent in the third 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 ~~6.2~~5.5 percent in the third quarter of ~~2020~~2021 as compared to ~~5.8~~6.2 percent in the same period in ~~2019.~~2020. Selling, general and administrative expenses ~~increased $15.4~~decreased $1.2 million to ~~$91.5~~$90.3 million for the third quarter of ~~2020~~2021 as compared to ~~$76.1~~$91.5 million for the same period in 2019. The increase in selling, general and administrative expenses was principally due to the inclusion of selling, general and administrative expenses from the Albéa Dispensing Business and Cobra Plastics which were acquired in 2020 and costs attributed to announced acquisitions of $0.7 million.2020.

Income before Interest and Income Taxes. Income before interest and income taxes for the third quarter of ~~2020 increased~~2021 decreased by ~~$41.3~~$6.1 million as compared to the third quarter of ~~2019,~~2020, and margins ~~increased~~decreased to ~~11.7~~10.2 percent from ~~10.0~~11.7 percent over the same periods. The ~~increase~~decrease in income before interest and income taxes was primarily the result of higher costs attributed to announced acquisitions and lower income in ~~each of~~ the ~~businesses,~~Dispensing and Specialty Closures segment, partially offset by higher ~~selling, general and administrative expenses. Rationalization charges were $2.5 million and $3.2 million~~income in the ~~third quarters of 2020 and 2019, respectively.~~Custom Container segment.

~~-23-~~-22-

Segment income of the ~~metal container business~~Dispensing and Specialty Closures segment for the third quarter of ~~2020 increased $13.4~~2021 decreased $4.1 million as compared to the same period in ~~2019,~~2020, and segment income margin ~~increased~~decreased to ~~11.0~~11.3 percent from ~~9.9~~13.5 percent over the same periods due primarily to the unfavorable impact in the current year period from the delayed pass through of significantly higher resin costs, a less favorable mix of products sold, higher costs associated with labor and supply chain challenges and the negative impact of a $0.9 million charge from the write-up of inventory for purchase accounting in 2021 related to the acquisition of Silgan Specialty Packaging, partially offset by the pass through of other cost increases, plant productivity improvements and higher unit volumes.

Segment income of the Metal Container segment for the third quarter of 2021 decreased $0.2 million as compared to the same period in 2020, and segment income margin decreased to 10.0 percent from 11.0 percent over the same periods. The ~~increase~~decrease in segment income was ~~due~~ primarily attributable to operational inefficiencies and higher costs as a result of labor and supply chain challenges and the mix effect of smaller cans sold, mostly offset by higher unit volumes and ~~strong operating performance,~~ higher pension ~~income and lower rationalization charges, partially offset by the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold.~~income. Rationalization charges were ~~$1.6~~$1.8 million and ~~$3.0~~$1.6 million in the third quarters of ~~2020~~2021 and ~~2019,~~2020, respectively.

Segment income of the ~~closures business~~Custom Container segment for the third quarter of ~~2020~~2021 increased ~~$19.4~~$0.8 million as compared to the same period in ~~2019, and~~2020, while segment income margin ~~increased~~decreased to ~~13.5~~12.9 percent from 12.7 percent over the same periods. The increase in segment income was primarily due to higher unit volumes including from recent acquisitions, a more favorable mix of products sold, strong operating performance and higher pension income.

~~Segment income of the plastic container business for the third quarter of 2020 increased $10.5 million as compared to the same period in 2019, and segment income margin increased to~~ 14.0 ~~percent from 7.8~~ percent over the same periods. The increase in segment income was primarily attributable to ~~higher volumes,~~ strong operating performance and cost control, partially offset by lower ~~manufacturing costs~~volumes as compared to record pandemic driven volumes in the prior year period and ~~higher pension income.~~a less favorable mix of products sold.

Interest and Other Debt Expense. Interest and other debt expense ~~before loss on early extinguishment of debt~~ for the third quarter of ~~2020 increased $0.9~~2021 decreased $0.7 million to ~~$27.7~~$27.0 million as compared to ~~$26.8~~$27.7 million in the same period in ~~2019.~~2020. This ~~increase~~decrease was primarily due to ~~higher average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business, partially offset by~~ lower weighted average interest ~~rates. Loss on early extinguishment of debt of $1.7 million in~~rates during the ~~third~~current quarter ~~of 2019 was the result of the redemption of all outstanding 5½% Senior Notes~~ due ~~2022.~~to lower variable market rates.

Provision for Income Taxes. The effective tax rates were ~~22.9~~24.6 percent and ~~22.0~~22.9 percent for the third quarters of 2021 and 2020, ~~and 2019, respectively, both~~respectively. The effective tax rate in the third quarter of ~~which were~~2020 was favorably impacted by an audit period expiration.

Nine Months Ended September 30, ~~2020~~2021 Compared with Nine Months Ended September ~~2019~~30, 2020

Overview. Consolidated net sales were ~~$3.70~~$4.24 billion in the first nine months of ~~2020,~~2021, a ~~7.4~~14.7 percent increase as compared to the first nine months of ~~2019~~2020 primarily as a result of higher unit volumes in ~~each~~the Dispensing and Specialty Closures and Metal Container segments, the pass through of ~~the businesses including~~higher raw material and other manufacturing costs, the impact ~~from acquisitions~~of favorable foreign currency translation and a more favorable mix of products sold in the ~~closures business,~~Custom Container segment, partially offset by lower volumes in the ~~pass through~~Custom Container segment and a higher percentage of ~~lower raw material costs across all businesses, a less favorable mix of products~~smaller cans sold in the ~~metal and plastic container businesses and the impact of unfavorable foreign currency translation.~~Metal Container segment. Income before interest and income taxes for the first nine months of ~~2020~~2021 increased by ~~$119.4~~$40.0 million as compared to the same period in ~~2019~~2020 primarily due to higher unit volumes in the Dispensing and Specialty Closures and Metal Container segments, strong operating performance in ~~each~~all of the ~~businesses,~~segments, lower ~~rationalization charges,~~corporate expenses, higher pension income, ~~and~~ a more favorable mix of products sold in the ~~closures business.~~Custom Container segment, the negative impact in the 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, and the inclusion in the prior year period of a charge in the Custom Container segment for a non-commercial legal dispute relating to prior periods. These increases were partially offset by ~~higher selling, general and administrative expenses,~~ the unfavorable impact in the current year period from the ~~renewal~~delayed pass through of ~~certain significant customer contracts at~~significantly higher resin costs, higher operating costs largely as a result of labor and supply chain challenges, lower volumes in the ~~end of 2019 and~~Custom Container segment, higher rationalization charges, a higher percentage of smaller cans sold in the ~~metal container business,~~Metal Container segment, foreign currency transaction losses and the negative impact ~~from~~of a charge for the purchase accounting write-up of ~~acquired~~ inventory related to the acquisition of ~~the Albéa Dispensing Business and the unfavorable impact of a charge in the plastic container business for a non-commercial legal dispute relating to prior periods.~~Silgan Specialty Packaging. Results for the first nine months of ~~2020~~2021 and ~~2019~~2020 included rationalization charges of $13.0 million and $7.2 million and ~~$48.6~~a loss on early extinguishment of debt of $0.9 million and $1.5 million, respectively. Results for the first nine months of 2021 and 2020 also included costs attributed to ~~announced~~ acquisitions of ~~$19.0 million. Results for the first nine months of 2020 and 2019 included a loss on early extinguishment of debt of $1.5~~$4.1 million and ~~$1.7 million, respectively. Results for the first nine months of 2020 and 2019 also included other pension and postretirement income of $29.1 million and $13.3~~$19.0 million, respectively. Net income for the first nine months of ~~2020~~2021 was ~~$248.6~~$274.0 million as compared to ~~$159.0~~$248.6 million for the same period in ~~2019.~~2020. Net income per diluted share for the first nine months of ~~2020~~2021 was ~~$2.23~~$2.47 as compared to ~~$1.43~~$2.23 for the same period in ~~2019.~~2020.

Net Sales. The ~~$253.8~~$542.4 million increase in consolidated net sales in the first nine months of ~~2020~~2021 as compared to the first nine months of ~~2019~~2020 was the result of higher net sales across all ~~businesses.~~the segments.

Net sales for the ~~metal container business~~Dispensing and Specialty Closures segment increased ~~$57.5~~$345.7 million, or ~~3.0~~27.8 percent, in the first nine months of ~~2020~~2021 as compared to the same period in ~~2019.~~2020. This increase was primarily the result of higher unit volumes of approximately ~~thirteen~~six percent, ~~partially offset by~~ the pass through of ~~lower~~higher raw material and other manufacturing costs and the impact of favorable foreign currency translation of approximately $31 million. The increase in unit volumes was principally the result of the inclusion of volumes

-23-

from the Albéa Dispensing Business which was acquired in June 2020 and strong volumes for beverage, beauty and fragrance products.

Net sales for the Metal Container segment increased $158.3 million, or 8.1 percent, in the first nine months of 2021 as compared to the same period in 2020. This increase was primarily the result of the pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately four percent and the impact of favorable foreign currency translation of approximately $12 million, partially offset by a higher percentage of smaller cans sold. The increase in unit volumes was primarily due to the ~~result~~continued high consumer demand levels for food cans, partially offset by the negative impact on volume of ~~continued higher demand in at home food consumption~~production shortfalls caused by raw material and ~~lower volumes in~~labor supply challenges across the ~~first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019.~~supply chain.

~~-24-~~

Net sales for the ~~closures business~~Custom Container segment increased ~~$169.7~~$38.4 million, or ~~15.8~~7.8 percent, in the first nine months of ~~2020~~2021 as compared to the same period in 2019. This increase was primarily the result of higher unit volumes of approximately six percent and a more favorable mix of products sold, partially offset by the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $10.0 million. The increase in unit volumes was principally the result of the inclusion of the recent acquisitions of the Albéa Dispensing Business and Cobra Plastics, strong volumes for certain consumer health, hygiene, personal care and food products, and lower volumes in the first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019. These volume gains were partially offset by weak demand for certain beauty and beverage products.

~~Net sales for the plastic container business increased $26.6 million, or 5.7 percent, in the first nine months of 2020 as compared to the same period in 2019.~~2020. This increase was primarily due to ~~higher volumes of approximately twelve percent, partially offset by~~ the pass through of ~~lower~~higher raw material costs, a ~~less~~more favorable mix of products sold and the impact of ~~unfavorable~~favorable foreign currency translation of approximately ~~$1.0 million.~~$7 million, partially offset by lower volumes of approximately nine percent. The ~~increase~~decrease in volumes was due primarily to ~~continued higher demand for~~a decrease in certain ~~food and~~ consumer health and ~~hygiene~~personal and home care products ~~and continued new business awards.~~largely due to the prior year initial pantry filling in response to the emerging pandemic, partially offset by growth in pet food products.

Gross Profit. Gross profit margin ~~increased 1.9~~decreased 1.5 percentage points to ~~18.1~~16.6 percent in the first nine months 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 ~~7.7~~6.6 percent for the first nine months of ~~2020~~2021 as compared to ~~6.8~~7.7 percent in the same period in ~~2019.~~2020. Selling, general and administrative expenses ~~increased $48.2 million to $282.0~~were $282.1 million for the first nine months of ~~2020~~2021 as compared to ~~$233.8~~$282.0 million for the same period in ~~2019.~~2020. The ~~increase in selling, general and administrative expenses was principally the result of costs attributed to announced acquisitions of $19.0 million, the~~ inclusion of selling, general and administrative expenses from the Albéa Dispensing Business ~~and Cobra Plastics~~ which ~~were~~was acquired in June 2020 and costs attributed to announced acquisitions of $4.1 million in the current year period were mostly offset by the inclusion in the prior year period of costs attributed to announced acquisitions of $19.0 million, one-time plant employee incentive payments ~~in the first quarter of 2020~~ and a charge of $2.8 million in the ~~plastic container business~~Custom Container segment for a non-commercial legal dispute relating to prior periods.

Income before Interest and Income Taxes. Income before interest and income taxes for the first nine months of ~~2020~~2021 increased by ~~$119.4~~$40.0 million as compared to the first nine months of ~~2019, and~~2020, while margins ~~increased~~decreased to ~~11.0~~10.6 percent from ~~8.4~~11.0 percent over the same periods. The increase in income before interest and income taxes was primarily due to higher income in ~~each~~the Dispensing and Specialty Closures and Custom Container segments and lower corporate expenses primarily as a result of higher costs attributed to announced acquisitions in the ~~businesses,~~prior year period, partially offset by lower income in the Metal Container segment and higher ~~selling, general and administrative expenses.~~rationalization charges. Rationalization charges were ~~$7.2~~$13.0 million and ~~$48.6~~$7.2 million for the first nine months of ~~2020~~2021 and ~~2019,~~2020, respectively.

Segment income of the ~~metal container business~~Dispensing and Specialty Closures segment for the first nine months of ~~2020~~2021 increased ~~$79.7~~$31.6 million, as compared to the same period in ~~2019, and~~2020, while segment income margin ~~increased~~decreased to ~~10.9~~12.6 percent from 7.0 percent over the same periods. The increase in segment income was primarily attributable to lower rationalization charges, higher unit volumes and strong operating performance and higher pension income, partially offset by the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold. Rationalization charges were $4.7 million and $42.3 million in the first nine months of 2020 and 2019, respectively.

~~Segment income of the closures business for the first nine months of 2020 increased $36.1 million, as compared to the same period in 2019, and segment income margin increased to~~ 13.5 ~~percent from 12.3~~ percent over the same periods. The increase in segment income was primarily due to higher unit volumes, ~~including from recent acquisitions,~~ strong operating performance, the pass through of other cost increases and the inclusion in the prior year period of a ~~more favorable mix of products sold, higher pension income and lower rationalization charges, partially offset by the negative impact from~~$3.5 million charge for the purchase accounting write-up of inventory of the Albéa Dispensing Business. These increases were partially offset by the unfavorable impact in the current year period from the delayed pass through of significantly higher resin costs, higher costs associated with labor and supply chain challenges, higher rationalization charges, foreign currency transaction losses and a $0.9 million charge in the current year period related to the acquisition of Silgan Specialty Packaging. Rationalization charges were ~~$2.2~~$5.7 million and ~~$6.0~~$2.2 million in the first nine months of ~~2020~~2021 and ~~2019,~~2020, respectively.

Segment income of the ~~plastic container business~~Metal Container segment for the first nine months of ~~2020 increased $30.0~~2021 decreased $15.3 million as compared to the same period in ~~2019,~~2020, and segment income margin decreased to 9.4 percent from 10.9 percent over the same periods. The decrease in segment income was primarily attributable to higher production costs, less efficient manufacturing processes and lower production levels largely as a result of labor and supply chain challenges, a higher percentage of smaller cans sold and higher rationalization charges, partially offset by higher unit volumes and higher pension income. Rationalization charges were $7.1 million and $4.7 million in the first nine months of 2021 and 2020, respectively.

Segment income of the Custom Container segment for the first nine months of 2021 increased $7.5 million as compared to the same period in 2020, and segment income margin increased to ~~13.6~~14.1 percent from ~~8.0~~13.6 percent over the same periods. The increase in segment income was primarily attributable to ~~higher volumes,~~ strong operating performance and ~~lower manufacturing costs~~cost control, a more favorable mix of products sold and ~~higher pension income, partially offset by~~ the ~~unfavorable impact~~inclusion in the prior year period of a ~~charge of~~ $2.8 million charge for a non-commercial legal dispute relating to prior ~~periods.~~periods, partially offset by lower volumes and the delayed pass through of higher resin costs.

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Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the first nine months of ~~2020 decreased $5.2~~2021 increased $2.8 million to ~~$77.1~~$79.9 million as compared to ~~$82.3~~$77.1 million in the same period in ~~2019 primarily~~2020 principally due to ~~lower~~higher weighted ~~average interest rates, partially offset by higher~~ average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business and additional revolving loan borrowings outstanding during the first half of the current year principally to hold cash and cash equivalents to ensure liquidity against potential credit market disruptions as a result of the COVID-19 pandemic. Weightedin June 2020, partially offset by lower weighted average interest rates ~~were lower during the first nine months of 2020~~ due to

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lower variable market ~~rates~~rates. In February 2021, we issued the 1.4% Notes and utilized the ~~redemption~~proceeds therefrom to prepay outstanding term loans under the Credit Agreement. In conjunction with this prepayment, we recognized a loss on early extinguishment of ~~all outstanding 5½% Senior Notes due 2022~~debt of $0.9 million in the ~~third~~first quarter of ~~2019. During~~2021. In the first nine months of 2020, we recognized a loss on early extinguishment of debt of $1.5 million in conjunction with the prepayment of ~~U.S.~~ term loans under the Credit Agreement. ~~Loss on early extinguishment of debt of $1.7 million in the first nine months of 2019 was the result of the redemption of all outstanding 5½% Senior Notes due 2022.~~

Provision for Income Taxes. The effective tax rates were ~~24.4~~25.3 percent and ~~22.1~~24.4 percent for the first nine months of ~~2020~~2021 and ~~2019,~~2020, respectively. The effective tax rate for the first nine months of 2020 was ~~unfavorably~~favorably impacted by increased income in higher tax jurisdictions and certain nondeductible expenses principally related to costs incurred for the acquisition of the Albéa Dispensing Business, partially offset by the favorable impact of an audit period expiration. ~~The effective tax rate for the first nine months of 2019 benefitted from an audit period expiration, the resolution of a prior year tax audit and the timing of certain tax deductions.~~

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 February ~~26, 2020,~~10, 2021, we issued ~~(i) an additional $200~~$500.0 million aggregate principal amount of the ~~4⅛%~~1.4% 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 the 2¼% Notes at 100~~99.945 percent of their principal amount. The proceeds from the sale of the 1.4% Notes were $499.7 million. We used the ~~net~~ proceeds from ~~these issuances and revolving loan borrowings under~~ the ~~Credit Agreement~~sale of the 1.4% Notes to prepay ~~all~~$500.0 million of our outstanding ~~U.S.~~ 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 ~~$1.5~~$0.9 million during the first quarter of ~~2020~~2021 for the write-off of unamortized debt issuance costs.

~~On April 17, 2020, we~~We acquired Silgan Specialty Packaging and ~~certain of our subsidiaries entered into the Incremental Term Loan Commitment Agreement pursuant to the Credit Agreement, which provided for the lenders thereunder to lend to us,~~Unicep in September 2021 and Easytech on ~~a delayed draw basis, $900 million of Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June~~October 1, ~~2020, we borrowed the Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business.~~

~~On June 1, 2020, we acquired the Albéa Dispensing Business. This business operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia.~~2021. We funded the purchase price for ~~this acquisition~~each of these acquisitions with ~~the Incremental U.S. Term Loans and~~ revolving loan borrowings under the Credit Agreement.

You should also read Notes 3, 8 and 816 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, ~~2020~~2021 included elsewhere in this Quarterly Report.

For the nine months ended September 30, 2021, we used proceeds from the net borrowings of revolving loans of $906.9 million, the issuance of the 1.4% Notes of $499.7 million and cash and cash equivalents of $138.9 million to fund acquisitions for $718.4 million, repayments of long-term debt of $500.0 million, net capital expenditures and other investing activities of $170.8 million, decreases in outstanding checks of $84.2 million, dividends paid on our common stock of $47.0 million, repurchases of our common stock of $8.6 million under our stock-based compensation plan, cash used in operations of $5.8 million, debt issuance costs of $4.9 million and the negative effect of exchange rate changes on cash and cash equivalents of $5.8 million.

For the nine months ended September 30, 2020, we used net proceeds from the issuance of the 2¼% Notes and the additional 4⅛% Notes and from incremental term loans borrowed under the ~~Incremental U.S. Term Loans~~Credit Agreement of $1,639.7 million, net borrowings of revolving loans of $244.9 million, cash provided by operations of $118.5 million and cash and cash equivalents of $10.0 million (excluding the positive effect of exchange rate changes of $1.0 million) to fund the purchases of the Albéa Dispensing Business and Cobra Plastics for $940.9 million, repayments of long-term debt of $766.2 million, net capital expenditures and other investing activities of $164.2 million, decreases in outstanding checks of $79.0 million, dividends paid on our common stock of $40.4 million, repurchases of our common stock of $13.1 million and debt issuance costs of $10.3 million.

For the nine months ended September 30, 2019, we used net borrowings of revolving loans of $674.6 million to fund repayments of long-term debt of $308.2 million, decreases in outstanding checks of $83.7 million, cash used in operations of $2.4 million, net capital expenditures and other investing activities of $166.3 million, dividends paid on our common stock of $38.6 million and repurchases of our common stock of $27.4 million and to increase cash and cash equivalents (including the negative effect of exchange rate changes of $3.4 million) by $44.6 million.

At September 30, ~~2020,~~2021, we had ~~$246.0~~$910.0 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, ~~2020~~2021 was ~~$927.3~~$258.9 million and Cdn $15.0 million.

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Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $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

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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 ~~2020~~2021 with all of these covenants.

Guaranteed Securities

Each of the 4¾% Notes, the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes were issued by Silgan and are guaranteed by certain wholly owned subsidiaries of Silgan, collectively the Obligor Group.

The following summarized financial information relates to the Obligor Group as of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021. 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 $2.18 billion and $1.46 billion as of September 30, 2021 and December 31, 2020, respectively, are not included in noncurrent assets in the table below.



	Sept. 30, 2021	Dec. 31, 2020
	(Dollars in millions)

Current assets	$1,338.0	$1,104.1
Noncurrent assets	3,346.1	3,324.0
Current liabilities	1,699.4	891.1
Noncurrent liabilities	3,707.6	3,744.6

At September 30, 2021 and December 31, 2020, the Obligor Group held current receivables due from other subsidiary companies of $38.0 million and $54.8 million, respectively; long-term notes receivable due from other subsidiary companies of $815.5 million and $818.9 million, respectively; and current payables due to other subsidiary companies of $6.8 million and $13.4 million, respectively.

Nine months ended
Sept. 30, 2021

(Dollars in millions)

Net sales

$3,123.8

Gross profit

449.4

Net income

208.1

For the nine months ended September 30, 2021, net income in the table above excludes income from equity method investments of other subsidiary companies of $65.9 million. For the nine months ended September 30, 2021, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $30.0 million; net credits from such other subsidiary companies of $21.4 million; and net interest income from such other subsidiary companies of $15.0 million. For the nine months ended September 30, 2021, the Obligor Group received dividends from other subsidiary companies of $16.0 million.

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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. Under our rationalization plans, we made cash payments of ~~$7.7~~$6.9 million and ~~$3.8~~$7.7 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Exclusive of the footprint optimization plan for our ~~metal container business~~Metal Container segment and our resulting withdrawal from the Central States Pension Plan announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be ~~$2.1~~$1.2 million and ~~$3.9~~$5.9 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 $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.

You should also read Note 4 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, ~~2020~~2021 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 ~~metal container and closures operations and our Canadian plastic container~~ operations, from 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, ~~2019.~~2020. Since such filing, other than the changes discussed in Notes 3, 8 and 9 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, ~~2020~~2021 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.

On June 1, 2020, we acquired the Albéa Dispensing Business. You should read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 included elsewhere in this Quarterly Report for further information on our acquisition of the Albéa Dispensing Business. We are currently in the process of integrating the internal controls and procedures of the Albéa Dispensing Business into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of the Albéa Dispensing Business in our annual assessment of the effectiveness of our internal control over financial reporting for our 2021 fiscal year.

We acquired Silgan Specialty Packaging and Unicep in September 2021. You should read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021 included elsewhere in this Quarterly Report for further information. We are currently in the process of integrating the internal controls and procedures of both acquired entities into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of Silgan Specialty Packaging and Unicep in our annual assessment of the effectiveness of our internal control over financial reporting for our 2022 fiscal year.

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Part II. Other Information

Item 6. Exhibits


Exhibit Number						Description

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).

___________________

*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 ~~6, 2020~~4, 2021			/s/ Robert B. Lewis
			Robert B. Lewis
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial and
			Accounting Officer)

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