SLGN 10-K & 10-Q changes, risk factors and insider trading

The loss of any major customer, a significant reduction in the purchasing levels of any major customer, whether due to competition, customer consolidation, inventory destocking, weather related events or any other reason, or a significant adverse change in the terms of our supply agreement with any major customer could adversely affect our results of operations.

GLOBAL ECONOMIC CONDITIONS, DISRUPTIONS IN CREDIT MARKETS AND IN MARKETS GENERALLY AND THE INSTABILITY OF THE EURO COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

The global financial markets have experienced substantial disruption, including, among other things, volatility in securities prices, bank and private credit failures, diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Additionally, the global economy and certain geographies in which we operate and sell our products have experienced recessions, and economic uncertainty is generally continuing worldwide. Most recently, global markets have experienced significant inflation which created greater economic uncertainty, particularly as banking authorities have increased interest rates to combat inflation. Our interest and other debt expense before loss on early extinguishment of debt was $47.0 million higher in 2023 than in 2022 primarily due to the impact of higheradjusted interest rates. Our business, financial condition, results of operations and ability to obtain additional financing in the future, including on terms satisfactory to us, could be adversely affected due to, among other risks we face, any such economic conditions, disruptions of the global financial markets or of markets generally or tightening of credit in the financial markets.

Economic conditions and disruptions in the credit markets and in markets generally could also harm the liquidity or financial position of our customers or suppliers, which could in turn cause such parties to fail to meet their contractual or other obligations to us or reduce our customers’ purchases from us or our suppliers' supply to us, or result in any customer or supplier declaring bankruptcy, any of which could negatively affect our business, financial condition or results of operations. Additionally, under such circumstances, the creditworthiness of the counterparties to our interest rate and commodity pricing transactions could deteriorate, thereby increasing the risk that such counterparties fail to meet their contractual obligations to us.

A number of industries have generally experienced supply chain challenges, which in many cases have resulted in longer lead times and additional costs. These supply chain challenges have been due to a variety of events, including the COVID-19 pandemic, labor supply issues, significant inflation and the conflict in the Middle East.East and other parts of the world. As a result of supply chain challenges, we incurred additional costs that impacted our results of operations and experienced longer lead times for certain equipment purchases. Additionally, many of our customers and suppliers were impacted by these supply chain challenges, which negatively impacted our businesses. Continued supply chain challenges or additional supply chain challenges could negatively impact our businesses and have a material adverse impact on our financial condition or results of operations.

Many countries, including the United States, have imposed tariffs on imported products from certain other countries, including products and components supplied cross border within a company. In addition, certain other countries may impose tariffs in response to such tariffs. We engage in some cross border supply within our businesses, and tariffs imposed on these types of activities could increase the cost of our products and could adversely impact our results of operations.operations if we are not able to pass such increased costs on to our customers. Additionally, local suppliers tend to increase prices for their products due to the protection offered by tariffs. Any such increases would increase the cost of our products and could adversely impact our results of operations.

In addition, our businesses may be adversely affected by changes in the availability or cost of certain resources that are necessary to produce and supply our products (including electrical power, natural gas, and oil). For example, our businesses rely on a continuous energy supply to conduct their respective operations. If the availability of energy or certain other resources is reduced or interrupted for a significant period of time, our businesses’ ability to produce and supply our products may be hampered, which could have a material adverse effect on our business, financial condition or results of operations. The cost of energy may also be impacted by factors outside our control, including due to conflicts or other factors. Many of our international operations depend on the availability of natural gas. If the current conflict in Russia and Ukraine is not resolved, any further sanctions imposed or actions taken by the United States or other countries, and any retaliatory measures by Russia in response, could affect the price and supply of natural gas throughout Europe, including our facilities in Europe. It is uncertain when conditions will improve, if at all, or whether additional governmental sanctions will be enacted in future periods, and it is not possible to predict the direct and indirect impacts of this evolving situation and its effect on future periods. Such a disruption in the supply of natural gas could impact our ability to continue our operations at such facilities at normal levels and otherwise cause disruptions at our facilities in Europe, which could have a material adverse impact on our business, financial condition or results of operations.

We continually strive to improve our operating performance and further enhance our franchise positions in our businesses through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the optimization of our manufacturing facilities footprints. For example, we recently announced optimization plans for our metal closures operations in Europe primarily to reduce costs, which include the planned closing of one manufacturing facility. Additionally, in late 2023 we announced a comprehensive cost reduction initiative towhich achieveachieved $50 million of cost savings over the following two years from footprint rationalizations and other cost reduction actions in all of our businesses. Our operations include complex manufacturing systems as well as intricate scheduling and numerous geographic and logistical complexities associated with our facilities and our customers’ facilities. Accordingly, our efforts to achieve productivity improvements, manufacturing efficiencies and manufacturing cost reductions and to optimize our manufacturing facilities footprints are subject to a number of risks and uncertainties that could impact our ability to achieve adequate returns from our efforts as planned. These risks and uncertainties include, among others, completing any such efforts on time and as planned and retaining customers impacted thereby.

In order to conduct our business without interruption, we rely on information technology systems, networks and services, some of which are managed, hosted and provided by third-party service providers. These systems, networks or services could fail on their own accord or may be vulnerable to a variety of interruptions or shutdowns, including interruptions or shutdowns due to cyberattacks or other similar disruptions, natural disasters, power outages, telecommunications and cloud services failures, terrorist attacks or failures during the process of upgrading or replacing software or hardware. Although we have not experienced any material breaches or material losses related to cybersecurity incidents, cyberattacks or other disruptions to date, increased global security threats, employees working remotely more often and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data. Depending on their nature and scope, such threats could potentially lead to adverse consequences which could be material, including, but not limited to, the loss of data due to damaged or destroyed servers, the compromise of confidential information, including confidential information relating to our employees and customers, improper use of our systems and networks, manipulation and destruction of data, defective products, our inability to access our systems,systems or third-party systems on which we rely, and production downtimesdowntimes, operational disruptions and operationaldefective disruptions,products, which in turn could adversely affect our reputation, competitiveness and results of operations. A cyberattack or other disruption may also result in a financial loss, including potential fines or other payments for failure to safeguard data.

We have taken steps and incurred costs and continue to take steps and incur costs to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems. While we attempt to mitigate these risks by employing a number of measures, including development and implementation of cybersecurity policies and procedures, employee training, monitoring of our networks and systems and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target or until a breach has already occurred. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures. It is therefore possible that in the future we may suffer a criminal attack where unauthorized parties gain access to personal information or other sensitive data in our possession or otherwise disrupt our business, and we may not be able to identify or remediate any such incident in a timely manner.

At December 31, 2024,2025, we had $4.15$4.36 billion of total consolidated indebtedness.indebtedness and $1.08 billion of cash and cash equivalents. We incurred much of this indebtedness as a result of financing acquisitions and refinancing our previously outstanding debt. In addition, at December 31, 2024,2025, after taking into account outstanding letters of credit of $20.5$21.7 million, we had up to $1.48 billion of revolving loans available to be borrowed under our Credit Agreement. We also have available to us under our Credit Agreement an uncommitted multi-currency incremental loan facility in an amount of up to an additional $1.5 billion (which amount may be increased as provided in our Credit Agreement), which may take the form of one or more incremental term loan facilities, increased commitments under our revolving loan facility and/or incremental indebtedness in the form of senior secured loans and/or notes, and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness. In October 2024, we borrowed €868.0 million of term loans and revolving loans under our Credit Agreement, including a €700.0 million incremental term loan, which we used, along with cash on hand, to fund the purchase price for our acquisition of Weener Packaging, which term and revolving loans were subsequently refinanced by a new €900.0 million term loan when we further amended our Credit Agreement in November 2024. In September 2025, we issued €600.0 million of the 4¼% Notes and used the net proceeds from such issuance to repay outstanding Euro revolving loan borrowings under our Credit Agreement that were utilized to fund the repayment of the 3¼% Notes in March 2025.

A significant portion of our cash flow must be used to service our indebtedness and is therefore not available to be used in our business. In 2024,2025, we repaid $18.9 million in mandatory term loan principal repayments under our Credit Agreement and paid $160.2$185.3 million in interest on our indebtedness. Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. In addition, a significant portion of our indebtedness bears interest at floating rates, and therefore a substantial increase in interest rates could adversely impact our results of operations. After the London Interbank Offered Rate, or LIBOR, expired on June 30, 2023, we transitioned to using the Secured Overnight Financing Rate, or SOFR, in place of LIBOR. SOFR has a limited history and SOFR-based reference rates may perform differently from LIBOR, which may affect our net interest expense, change our market risk profile and require changes to our financing strategies. Based on the average outstanding amount of our variable rate indebtedness in 2024,2025, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 20242025 interest expense by an aggregate amount of approximately $11.3$15.7 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2024.2025.

We are continually evaluating and pursuing acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisitions and to fund any resulting increased operating needs. For example, in October 2024, we funded the purchase price for Weener Packaging with €868.0 million of term and revolving loan borrowings under our Credit Agreement, which we subsequently refinanced with a new €900.0 million term loan when we amended our Credit Agreement in November 2024. If new debt is added to our current debt levels, the related risks we now face could increase. We will have to effect any new financing in compliance with the agreements governing our then existing indebtedness. The indentures governing the 3¼% Senior Notes due 2025, or the 3¼% Notes, our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, our 2¼% Senior Notes due 2028, or the 2¼% Notes, and our 1.4% Senior Notes,Secured Notes due 2026, or the 1.4% Notes, and the 4¼% Notes do not prohibit us from incurring additional indebtedness.

The indentures governing the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, the 1.4% Notes and the 1.4%4¼% Notes contain certain covenants that also generally restrict our ability to create liens, issue guarantees, engage in sale and leaseback transactions and consolidate, merge or sell assets. These covenants could restrict us in the pursuit of our growth strategy.

Under our Credit Agreement, the occurrence of a change of control (as defined in our Credit Agreement) constitutes an event of default, permitting, among other things, the acceleration of amounts owed thereunder. Additionally, upon the occurrence of a change of control repurchase event as defined in the indentures governing the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, 1.4% Notes and the 1.4%4¼% Notes, we must make an offer to repurchase the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, the 1.4% Notes and the 1.4%4¼% Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase. We may not have sufficient funds or be able to obtain sufficient financing to meet such obligations under our Credit Agreement and such indentures. In addition, even if we were able to finance such obligations, such financing may be on terms that are unfavorable to us or less favorable to us than the terms of our existing indebtedness.

PROLONGED WORK STOPPAGES AT OUR FACILITIES WITH UNIONIZED LABOR OR OTHER WORK OR LABOR INTERRUPTIONS, INCLUDING DUE TO PANDEMICS, COULD JEOPARDIZEADVERSELY IMPACT OUR FINANCIAL CONDITION.

We maintain noncontributory, defined benefit pension plans covering some of our U.S. employees, which we fund based on certain actuarial assumptions. The plans’ assets consist primarily of fixed income securities and, to a lesser extent, other securities. In 2023, we changed our investment allocations for our U.S. pension benefit plans to a liability driven investment strategy that more closely matches plan assets with plan liabilities primarily using long duration fixed income securities, thereby reducing, but not eliminating, investment performance risk of the assets of such plans. If the investments of the plans do not perform at expected levels, then we may have to contribute additional funds to ensure that the plans will be able to pay out benefits as scheduled. Such an increase in funding would result in a decrease in our available cash flow. In addition, any such investment performance significantly below our expected levels could adversely impact our results of operations. For example, the significant market declines in investment values during 2022 as compared to our assumed rate of return for the plans for that year had a non-cash unfavorable impact of approximately $48.0 million on other pension income in our results of operations in 2023.

We currently participate in two multiemployer pension plans which provide defined benefits to certain of our union employees. In 2022, we withdrew from participating in the United Food & Commercial Workers - Local One Pension Fund, or the UFCW Pension Fund. As a result of such withdrawal, we expect to incur cash expenditures for the withdrawal liability of approximately $0.1 million annually until 2042. In 2019, we withdrew from participating in the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan. As a result of such withdrawal, we expect to incur cash expenditures for the withdrawal liability of approximately $2.6 million annually until 2040. Because of the nature of multiemployer pension plans, there are risks associated with participating in such plans that differ from single-employer pension plans. Amounts contributed by an employer to a multiemployer pension plan are not segregated into a separate account and are not restricted to provide benefits only to employees of that contributing employer. In the event that another participating employer to a multiemployer pension plan in which we participate no longer contributes to such plan, the unfunded obligations of such plan may be borne by the remaining participating employers, including us. In such event, our required contributions to such plan could increase, which could negatively affect our financial condition and results of operations. In the event that we withdraw from participation in a multiemployer pension plan in which we participate or otherwise cease to make contributions to such a plan or in the event of the termination of such a plan, we would be required under applicable law to make withdrawal liability payments to such plan in respect of the unfunded vested benefits of such plan, which unfunded vested benefits could be significant. Such withdrawal liability payments could be material and could negatively affect our financial condition and results of operations. For further information with respect to our withdrawal from the Central States Pension Plan and the UFCW Pension Fund, please see Notes 4 and 13 to our Consolidated Financial Statements for the year ended December 31, 20242025 included elsewhere in this Annual Report.

Our international operations generated approximately $1.69$2.09 billion, or approximately 2932 percent, of our consolidated net sales in 2024.2025. As of February 1, 2025,2026, we have a total of 6364 manufacturing facilities in a total of 2524 countries outside of the United States, including Canada, Mexico and countries located in Europe, Asia and South America, serving customers in approximately 100 countries worldwide. Our business strategy may include continued expansion of international activities, such as with our recent acquisition of Weener Packaging. Accordingly, the risks associated with operating in foreign countries, including Canada, Mexico and countries located in Europe, Asia and South America, may have a negative impact on our liquidity and net income. For example, the current economic uncertainty throughout the world, the current conflict in Russia and Ukraine, the current situation and recent geopolitical disruptions in the Middle East and other parts of the world and the current trade uncertainty throughout the world may have an adverse effect on our results of operations and financial condition. As a result of the current conflict in Russia and Ukraine, we shut down and ceased operations at our two metal container manufacturing facilities in Russia at the beginning of 2023, resulting in a reduction in net sales in our metal containers segment of $54.3 million in 2023 as compared to 2022.

We continually review our compliance with environmental and other laws, such as the Occupational Safety and Health Act and other laws regulating noise exposure levels and other safety and health concerns in the production areas of our plants in the United States and environmental protection, health and safety laws and regulations abroad. We may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental and other laws or changes thereto in the future or as a result of the application of additional laws and regulations to our business, including those limiting greenhouse gas emissions, those requiring compliance with the European Commission’s registration, evaluation and authorization of chemicals (REACH) procedures, those requiring compliance with the European Commission's Corporate Sustainability Reporting Directive (CSRD) and those imposing changes that would have the effect of increasing the cost of producing or would otherwise adversely affect the demand for plastic products. In addition, stricter regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, and we may become obligated in the future to incur costs associated with the investigation and/or remediation of contamination at our facilities or other locations. Such liabilities, expenditures and costs could have a material adverse effect on our capital expenditures, results of operation, financial condition or competitive position.

We are a leading worldwide manufacturer of dispensing systems and specialty closures for fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products. Since 2003, following our acquisition of the White Cap closures operations in the United States, net sales of our dispensing and specialty closures business have increased to $2.3$2.7 billion in 20242025 as a result of both acquisitions and organic growth, representing a compound annual growth rate of approximately 12.112.4 percent over that period. We intend to pursue further acquisition opportunities in the dispensing and specialty closures markets, including in dispensing systems, such as our acquisition of Weener Packaging, orPackaging in adjacentOctober markets, such as our acquisitions of Silgan Specialty Packaging and Silgan Unicep.2024. Additionally, we expect to continue to generate organic growth in our dispensing and specialty closures business, particularly in dispensing systems. In 2024,2025, net sales for our dispensing and specialty closures business increased approximately 417.5 percent as compared to 20232024 primarily as a result of the acquisitioninclusion of net sales of Weener Packaging in the fourth quarter of 2024 and higher organic unit volumes for high value dispensing products. Volume growth in dispensing products was offset by lower volumes for specialty closures for foodthe andNorth American beverage products,markets, primarily due to customeradverse destockingweather activitiesthat inimpacted theconsumption United Statespatterns in the first half of 2024.2025. For 2025, in addition to the full year benefit from the acquisition of Weener Packaging,2026, we expect higher volumes in our dispensing and specialty closures business as compared to 2025, with continued growth in our higher margin dispensing products and higher volume levels for our closures for food and beverage products as compared to 2024.products.

We are a leading manufacturer and supplier of metal containers in North America and Europe, primarily as a result of our acquisitions but also as a result of growth with existing customers. During the past 3637 years, the metal food container market in North America has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé, Dial, Del Monte, Birds Eye, Campbell, Pacific Coast Producers and Purina Steel Can reflect this trend. We estimate that approximately sixseven percent of the market for metal food containers in the United States is still served by self-manufacturers. Despite a relatively flat market, we increased our share of the market for metal food containers in the United States primarily through acquisitions and growth with existing customers, particularly in the growing pet food market. Since 1987, net sales of our metal containers business have increased to $2.9$3.1 billion, representing a compound annual growth rate of approximately 6.76.8 percent. We also enhanced our business by focusing on providing customers with high levels of quality and service, a more sustainable solution for their packaging needs and value-added features such as our Quick Top® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. In 2024,2025, net sales for our metal containers business decreasedincreased by approximately 88.2 percent as compared to 20232024 primarily as a result of the contractual pass through of lowerhigher raw material and other manufacturing costs and a less favorable mix due to higher volumesunit of smaller containers for pet food markets and lower volumes of containers for fruit and vegetable markets. The decrease in volume for fruit and vegetable markets was driven by both the planned reduction in volumes by a large pack customer to reduce its working capital and severe weather in 2024 that negatively impacted and prematurely ended the fruit and vegetable packs.volumes. For 2025,2026, we expect that volumes for our metal containers business will improve over 2024,2025, primarily driven by growth in pet food products and improved volumes for the fruit and vegetable markets.products.

We have improved the market position of our custom containers business since 1987, with net sales increasing to $649.6$637.6 million in 2024,2025, representing a compound annual growth rate of approximately 5.55.3 percent over that period. We achieved this improved market position primarily through strategic acquisitions as well as through organic growth. The custom container market of the consumer goods packaging industry continues to be highly fragmented. We have focused on the segment of this market where custom design and decoration allows customers to differentiate their products such as in personal care. We may pursue further acquisition opportunities in markets where we believe that we can successfully apply our acquisition and value-added operating expertise and strategy. In 2024,2025, net sales in our custom containers business increaseddecreased 4approximately 1.8 percent as compared to 20232024 primarily due to higherlower volumes largely due to the commercializationexit of newlower margin business awards andas a more favorable mixresult of productsfootprint sold.optimization plans to achieve our previously announced cost reduction initiative. For 2025,2026, we expect volumes for our custom containers segmentbusiness will improvebe overcomparable 2024to levels,2025 primarily driven by the annualization of new business awards from 2024 as well as additional new business awards.levels.

We have improved the operating performance of our plant facilities through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the optimization of our manufacturing facilities footprints. Our acquisitions and investments have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings and to realize manufacturing efficiencies as a result of optimizing production scheduling. In late 2023, we announced a comprehensive cost reduction initiative to achieve $50 million of cost savings over the following two years from footprint rationalizations and other cost reduction actions in all of our businesses. As part of this initiative, we have already closed three dispensing and specialty closures manufacturing facilities, two metal container manufacturing facilities and onetwo custom container manufacturing facility to date,facilities, relocating volumes from such facilities to other facilities, and we have announced the closing of an additional custom container manufacturing facility in 2025.facilities. In addition, as part of this initiative we have taken, and are continuing to take, actions to optimizeoptimized production at several other manufacturing facilities across our network. AsWe a result ofcompleted this initiative,initiative weand realized approximately $20 million of cost savings in 2024,2024 and weapproximately expect$30 tomillion realizeof additional cost savings in 2025. Additionally, apart from this initiative, in late 2025 we announced optimization plans for our metal closure operations in Europe primarily to reduce costs, which include the planned closing of approximatelyone $30manufacturing million.facility.

Historically, we have used leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a long 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. In March 2022, we redeemed all $300.0 million aggregate principal amount of our outstanding 4¾% Notes with revolving loan borrowings under our Credit Agreement and cash on hand. In October 2024, we funded the purchase price for Weener Packaging with €868.0 million of term and revolving loan borrowings under our Credit Agreement, including a €700.0 million incremental term loan, and cash on hand. In November 2024, we amended our Credit Agreement to extend maturity dates to November 2029 for revolving loans and November 2030 for term loans, to refinance term and revolving loan borrowings which were used to fund the purchase price for Weener Packaging with a new €900.0 million term loan and to provide us with additional flexibility to pursue our strategic initiatives. In September 2025 we issued €600.0 million aggregate principal amount of the 4¼% Notes and used the net proceeds to repay outstanding Euro revolving loan borrowings under our Credit Agreement that were utilized to fund the repayment of the 3¼% Notes in March 2025. You should also read Notes 3 and 9 to our Consolidated Financial Statements for the year ended December 31, 20242025 included elsewhere in this Annual Report.

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans, rationalization charges (credits), the impact from charges for the write-up of acquired inventory required under purchase accounting, the charge for the European Commission settlementaccounting and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the ongoing performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. The write-up of acquired inventory required under purchase accounting is viewed by management as part of the acquisition and is a non-cash charge that is not considered to be indicative of the ongoing performance of the acquired operations. The charge for the European Commission settlement is nonrecurring and non-operational and relates to prior years and is not indicative of the ongoing cost structure of the Company or its segments. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the ongoing cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

On November 4, 2024, we and certain of our wholly owned subsidiaries amended theour Credit Agreement by entering into a Fifth Amendment to Amended and Restated Credit Agreement, or the Fifth Amendment, with the Lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent. The Fifth Amendment:

•increased the aggregate amount of Euro term loans thereunder from €700.0 million to €900.0 million, with the additional €200.0 million of Euro term loans being used to repay revolving loans under theour Credit Agreement that were used to fund a portion of the purchase price for Weener Packaging and to pay fees, expenses and costs associated with the Fifth Amendment;

•removed the springing maturity date provisions that would have shortened the maturity dates under theour Credit Agreement to the date that is 91 days prior to the maturity dates of the 3¼% Notes and the 1.4% Notes (unless such notes were refinanced or repaid prior thereto);

•amended certain other terms of theour Credit Agreement.

In 2023,2025, we used cash provided by operating activities of $482.6$729.8 million, proceeds from the incurrence of debt of $703.6 million and increases in outstanding checks of $99.1$12.4 million andto netfund borrowingsthe repayment of revolving loans and proceeds from other foreign long-term debt of an$725.2 aggregate $13.4 million to fundmillion, net capital expenditures and other investing activities of $223.8 million, repurchases of our common stock of $184.0$297.3 million, dividends paid on our common stock of $78.9$85.8 million, the repaymentrepurchases of long-termour common stock of $74.9 million, net repayments of revolving loans of $23.8 million, debt issuance costs of $58.1$8.9 million,million and the repayment of principal amounts under finance leases of $2.9$4.9 million and to increase cash and cash equivalents (including the positive effect of exchange rate changes of $9.9$32.8 million) by $57.3$257.8 million.

In 2022,2024, we used cash provided by operationsoperating activities of $748.4$721.9 million, cash and cash equivalents of $45.8 million and net borrowings of revolving loans and proceeds from otherthe foreignincurrence long-termof debt of an aggregate of $16.0$983.6 million to fund the redemptionacquisition of theWeener 4¾%Packaging, Notes and the repaymentnet of othercash foreign long-term debtacquired, for an aggregate of $301.3 million, decreases in outstanding checks of $164.4$921.6 million, net capital expenditures and other investing activities of $215.6$254.7 million, the repayment of long-term debt of $100.0 million, dividends paid on our common stock of $71.9$82.1 million, repurchasesdecreases in outstanding checks of our common stock of $45.1$75.6 million, the repayment of principal amounts under finance leases of $2.9$27.6 million, net repayments of revolving loans of $18.1 million, repurchases of our common stock of $9.3 million and debt issuance costs of $8.4 million and to increase cash and cash equivalents (including the negative effect of exchange rate changes on cash and cash equivalents of $9.0$28.2 million) by $179.9 million.

At December 31, 2024,2025, we had $4.15$4.36 billion of total consolidated indebtedness and cash and cash equivalents on hand of $822.9$1.08 million.billion. In addition, at December 31, 2024,2025, we had outstanding letters of credit of $20.5$21.7 million and no outstanding revolving loan borrowings under our Credit Agreement.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the packaging 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 requirementsborrowings have historically averaged approximately $375.0$600 million and were generally funded with revolving loans under our seniorCredit secured credit facility, other foreign bank loans and cash on hand.Agreement. For 2025,2026, we expect to fund our seasonal working capital requirements primarily with cash on hand, revolving loans under our Credit Agreement and foreigncash bankon loans.hand. We may use the available portion of revolving loans under our 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 refinancing and repayments of other debt.

On MarchNovember 4,5, 2022,2025, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0$500.0 million of our common stock by various means from time to time through and including December 31, 2026.2029. InThis 2024,new weauthorization didreplaced the prior authorization which had $25.3 million remaining for the repurchase of our common stock. We have not repurchaserepurchased any of our common stock under suchthis new authorization. In 2023, we repurchased a total of 3,893,098 shares of our common stockAccordingly, at an average price per share of $44.86, for a total purchase price of $174.6 million. In 2022, we repurchased an aggregate of 786,235 shares of our common stock at an average price per share of $40.80, for a total purchase price approximately $32.1 million. As of December 31, 2024,2025, we had approximately $93.3$500.0 million remaining for the repurchase of our common stock under this authorization.

•principal payments of bank term loans and revolving loans under our Credit Agreement and other outstanding debt agreements and obligations (excluding finance leases) of $712.4 million in 2025, $592.5$627.9 million in 2026, $181.1$194.3 million in 2027, $1.30$1.4 billion in 2028, $192.3 million in 2029, and $1.33$1.9 billion thereafter;

•our interest requirements, including interest on revolving loans (the principal amount of which will vary depending upon seasonal requirements) and term loans under our Credit Agreement, which bear fluctuating rates of interest, the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, the 4¼% Notes and the 1.4% Notes;

Our Credit Agreement contains restrictive covenants that, among other things, limit our ability to incur debt, sell assets and engage in certain transactions. The indentures governing the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, the 4¼% Notes and the 1.4% Notes contain certain covenants that generally restrict our ability to create liens, engage in sale and leaseback transactions, issue guarantees and consolidate, merge or sell assets. We do not expect these limitations to have a material effect on our business or our results of operations. 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 20252026 with all of these covenants.

(4)Other pension obligations consist of annual cash expenditures for the withdrawal liability related to the Central States Pension Plan through 2040 and the UFCWUnited Food & Commercial Workers - Local One Pension Fund through 2042 and for foreign pension plan and other postretirement benefit obligations which have been actuarially determined through the year 2034.2035.

Each of the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes, 4¼% Notes and the 1.4% Notes were issued by us and are guaranteed by our U.S. subsidiaries that also guarantee our obligations under our Credit Agreement, collectively the Obligor Group.

For the year ended December 31, 2024,2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $106.1$145.3 million. For the year ended December 31, 2024,2025, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $52.3$58.5 million; net credits from such other subsidiary companies of $34.8$24.7 million; and net interest income from such other subsidiary companies of $41.6$50.9 million. For the year ended December 31, 2024,2025, the Obligor Group receiveddid not receive dividends from other subsidiary companies of $12.3 million.companies.

InRationalization 2024,charges wefor recognizedthe year ended December 31, 2025 included a charge of approximately $24.0 million related to the announced shutdown in the fourth quarter of 2025 of the Hannover, Germany metal closures manufacturing facility. The remainder of the rationalization charges ofrecognized $59.5for millionthe year ended December 31, 2025 primarily related to the comprehensive cost reduction initiative we announced in late 2023 to achieve $50 million of cost savings over the following two years from footprint rationalizations and other cost reduction actions in all of our segments. As part of this initiative, we have already closed three dispensing and specialty closures manufacturing facilities, two metal container manufacturing facilities and onetwo custom container manufacturing facility to date,facilities, relocating volumes from such facilities to other facilities, and we have announced the closing of an additional custom container manufacturing facility in 2025.facilities. In addition, as part of this initiative we have taken, and are continuing to take, actions to optimizeoptimized production at several other manufacturing facilities across our network. We completed this initiative and realized approximately $20 million of cost savings in 2024 and approximately $30 million of additional cost savings in 2025.

In 2019, we withdrew from the Central States Pension Plan,Plan. and estimated total rationalization expenses and cash expenditures from such withdrawalAs of $62.0December million31, at2025, that time. In the fourth quarter of 2022, we finalized the calculation of the withdrawal liability with the Central States Pension Plan and revised the total expected costs of the withdrawal liability as of the withdrawal date to be $51.1 million, withour total expected future cash expenditures of $41.9 million. Accordingly, the fourth quarter of 2022 includes a rationalization credit of $8.5 million in the metal containers segment for the adjustmentrelated to thethis withdrawal liabilitywere for$36.0 the Central States Pension Plan as finalized.million. Remaining expenses related to the accretion of interest for the withdrawal liability for the Central States Pension Plan are expected to be approximately $0.9$0.8 million per year to be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million per year through 2040.

U.S. generally accepted accounting principles require estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes. Some of these estimates and assumptions require difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. We believe that our accounting policies for pension expense and obligations and rationalization charges and testing goodwill and other intangible assets with indefinite lives for impairment reflect the more significant judgments and estimates in our consolidated financial statements. You should also read our Consolidated Financial Statements for the year ended December 31, 20242025 and the accompanying notes included elsewhere in this Annual Report.

Our pension expense and obligations are developed from actuarial valuations. Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets. We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality and turnover and are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The discount rate represents the market rate for non-callable high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations under our pension benefit plans. A decrease in the discount rate increases the present value of benefit obligations and increases pension expense, while an increase in the discount rate decreases the present value of benefit obligations and decreases pension expense. A 25 basis point change in the discount rate would have a countervailing impact on our annual pension expense by approximately $1.0$0.9 million. For 2024,2025, we increaseddecreased our domestic discount rate to 5.75.4 percent from 5.35.7 percent to reflect market interest rate conditions. We consider the current and expected asset allocations of our U.S. pension benefit plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rate of return on plan assets. A 25 basis point change in the expected long-term rate of return on plan assets would have a countervailing impact on our annual pension expense by approximately $1.9$2.0 million. Our expected long-term rate of return on plan assets will remain at 5.5 percent in 2025.2026. As of December 31, 2024,2025, our U.S. pension plans are overfunded with plan assets of approximately 137136 percent of projected benefit obligations. Given the overfunded status of our U.S. pension plans, we made changes to the investment allocations for our U.S pension plans at the end of 2023 to a liability driven investment strategy that more closely matches plan assets with plan liabilities primarily using long duration fixed income securities.

Goodwill and other intangible assets with indefinite lives areis reviewed for impairment each year and more frequently if circumstances indicate a possible impairment. Our tests for goodwill impairment require us to make certain assumptions to determine the fair value of our reporting units. In 2024,2025, we calculated the fair value of our reporting units using the market approach, which required us to estimate future expected earnings before interest, income taxes, depreciation and amortization, or EBITDA, and estimate EBITDA market multiples using publicly available information for each of our reporting units. Developing these assumptions requires the use of significant judgment and estimates. Actual results may differ from these forecasts. If an impairment were to be identified, it could result in additional expense recorded in our consolidated statements of income.

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the threeperiods months ended March 31presented:

Summary unaudited results of operations for the threeperiods months ended March 31presented are provided below.

Net Sales. In the firstsecond quarter of 2026, consolidated net sales were $1.56$1.6 billion, an increase of $94.6$104.1 million, or 6.46.8 percent, as compared to the firstsecond quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs in the dispensing and specialty closures and metal containers segments,costs, the impact from favorable foreign currency translation of approximately $47.0$16.0 million and highera unitmore volumesfavorable mix of products sold in the metalcustom containers segment, partially offset by lower volumes in the dispensing and specialty closures and the custom containers segments and a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments and lower volumes in the dispensing and specialty closures and custom containers segments.

Gross Profit. Gross profit margin decreased 1.41.5 percentage points to 17.017.9 percent in the firstsecond quarter of 2026 as compared to the same period in 2025 and decreased 1.4 percentage points to 17.5 percent in the first six months of 2026 as compared to the same periods in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses. In the firstsecond quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.47.7 percent as compared to 8.87.9 percent in the firstsecond quarter of 2025. For the firstsecond quarter of 2026, selling, general and administrative expenses increased $2.1$5.0 million to $131.2$126.8 million as compared to the second quarter of 2025. In the first six months of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.1 percent as compared to 8.3 percent in the first six months of 2025. In the first six months of 2026, selling, general and administrative expenses increased $7.1 million to $258.0 million as compared to the first quartersix months of 2025. The increase in selling, general and administrative expenses for each of the second quarter and the first six months of 2026 was primarily due to the impact of higher foreign currency exchange rates and higher expenses for corporate development activities.

Income before Interest and Income Taxes. In the firstsecond quarter of 2026, income before interest and income taxes decreased by $3.9$16.5 million to $126.6$151.0 million as compared to $130.5$167.5 million in the firstsecond quarter of 2025, and margins decreased to 8.19.2 percent from 8.910.9 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments, higher rationalization charges, higher expenses for corporate development activities and lower unit volumes in the dispensing and specialty closures segment, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, lower volumes in the custom containers segment and a less favorable mix of products sold in the metal containers segment,segments, partially offset by the favorable impact of foreign currency,currency lowerand rationalizationa charges,more higherfavorable unitmix volumesof products sold in the metalcustom containers segment and lower costs attributed to announced acquisitions.segment. Rationalization charges were $9.0$18.2 million and $11.0$9.9 million in the firstsecond quarters of 2026 and 2025, respectively. Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Interest and Other Debt Expense. In the second quarter of 2026, interest and other debt expense decreased $1.6 million to $47.1 million as compared to $48.7 million in the second quarter of 2025. In the first quartersix months of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $1.5$3.1 million to $41.4$88.5 million as compared to $42.9$91.6 million in the first quartersix months of 2025. The decrease in the second quarter of 2026 was primarily due to lower average outstanding debt borrowings in the current year period as compared to the prior year period. The decrease in the first six months of 2026 was primarily due to lower weighted average interest rates during the current year period as compared to the prior year period.

Provision for Income Taxes. For the firstsecond quarters of 2026 and 2025, the effective tax rates were 26.528.1 percent and 23.825.6 percent, respectively. For the first six months of 2026 and 2025, the effective tax rates were 27.4 percent and 24.8 percent, respectively. The increase in the effective tax raterates in the second quarter and first quartersix months of 2026 was primarily due to changes in the geographic mix of profit in the current year periodperiods as compared to the prior year period.periods.

A reconciliation of such non-GAAP financial measures for the threeperiods months ended March 31presented is provided below:

In the firstsecond quarter of 2026, net sales for the dispensing and specialty closures segment increased $14.2$11.7 million, or 2.11.7 percent, as compared to the firstsecond quarter of 2025. This increase was primarily the result of the pass through of higher raw material and other costs and the impact of favorable foreign currency translation of approximately $37.0$14.0 million and the contractual pass through of higher raw material and other costs,million, partially offset by lower unit volumes of three percent and a less favorable mix of products sold. Volumessold and mixlower unit volumes of productsapproximately soldone percent predominantly in the quarter were affected in part by production impacts from severe weather in the first quarter.Brazil.

In the firstsecond quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.1$0.3 million as compared to the firstsecond quarter of 2025, and adjusted EBIT margin decreased to 14.015.1 percent from 14.815.4 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold,sold and lower unit volumes, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency.

In the firstsecond quarter of 2026, net sales for the metal containers segment increased $96.5$87.8 million, or 15.413.0 percent, as compared to the firstsecond quarter of 2025. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately two percentcosts and the impact of favorable foreign currency translation of approximately $9.0$2.0 million, partially offset by a less favorable mix of products sold. The increase in unitUnit volumes waswere primarily duecomparable to the prior year period with higher volumes for pet food markets, which was partiallymarkets offset by lower volumes for fruit and vegetable markets as a result of prebuymore activitynormal inseasonal theorder fourthpatterns quarterand ofsoup 2025.markets.

In the first quartersix months of 2026, adjustednet EBITsales offor the metal containers segment increased $0.2$184.3 millionmillion, or 14.1 percent, as compared to the first quartersix months of 2025,2025. while adjusted EBIT margin decreased to 6.9 percent from 7.9 percent for the same periods. TheThis increase in adjusted EBIT was primarily duethe toresult of the contractual pass through of higher raw material and other manufacturing costs, the impact of favorable foreign currency translation of approximately $11.0 million, and higher unit volumes,volumes of approximately one percent, partially offset by a less favorable mix of products sold.

In the firstsecond quarter of 2026, net sales for the custom containers segment decreasedincreased $16.1$4.6 million, or 9.62.9 percent, as compared to the firstsecond quarter of 2025. This decreaseincrease was principally due to the pass through of higher raw material and other manufacturing costs and a more favorable mix of products sold, partially offset by lower volumes of approximately elevenfour percent primarily from the exit of lower margin business in late 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals and customer destocking activities in the current year quarter, partially offset by the impact of favorable foreign currency translation of approximately $1.0 million.goals.

In the firstsecond quarter of 2026, adjusted EBIT of the custom containers segment decreasedincreased $2.9$2.3 million as compared to the firstsecond quarter of 2025, and adjusted EBIT margin decreasedincreased to 14.416.4 percent from 14.715.5 percent over the same periods. The decreaseincrease in adjusted EBIT was primarily attributable toa more favorable mix of products sold including as a result of the benefit of previously announced cost reductions in the current year quarter, partially offset by lower volumes.

On March 6, 2026, we entered into the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). EffectiveIn accordance with the SixthCredit Amendment,Agreement, the applicable margin for term loans maintainedis asreset Eurocurrencyquarterly Rate Loans and RFR Loans (each as defined inusing the Creditinterest Agreement) was 1.25 percent, and therate margin grid for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based uponon our Total Net Leverage Ratio (as defined in the Credit Agreement), as provided inand the Credit Agreement. The range for the applicable margin for term loans will beis 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans.Loans (each as defined in the Credit Agreement).

For the threesix months ended MarchJune 31,30, 2026, we used net borrowings of revolving loans of $906.8$1.1 million,billion, cash and cash equivalents of $645.2$729.1 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.5$0.7 million to fund cash used in operations of $799.6$993.9 million, the repayment of long-term debt of $542.5 million, decreases in outstanding checks of $97.4 million, net capital expenditures and other investing activities of $80.0$141.7 million, decreases in outstanding checks of $97.4 million, dividends paid on our common stock of $22.8$45.1 million, repurchases of our common stock of $7.8 million, debt issuance costs of $1.2 million and the repayment of principal amounts under finance leases of $1.2$1.9 million and debt issuance costs of $1.4 million.

For the threesix months ended MarchJune 31,30, 2025, we used net borrowings of revolving loans of $1.1$1.4 billion, cash and cash equivalents of $469.9$505.4 million and the positive effect of exchange rate changes on cash and cash equivalents of $13.0$31.4 million to fund cash used in operations of $904.9 million, the repayment of long-term debt of $706.3 million, cash used in operations of $683.4 million, decreases in outstanding checks of $85.0 million, net capital expenditures and other investing activities of $82.5$145.8 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $21.9$43.4 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $1.3$2.4 million.

At MarchJune 31,30, 2026, we had $894.7$1.1 millionbillion of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit,credit of $21.7 million, the available portion of revolving loans under the Credit Agreement at MarchJune 31,30, 2026 was $583.6$402.4 million.

For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and do not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our creditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution. Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Condensed Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Outstanding trade accounts payables subject to this SCF program were approximately $357.6$370.4 million, $262.9$248.4 million and $438.5 million at MarchJune 31,30, 2026 and 2025 and December 31, 2025, respectively.

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $7.2$20.8 million and $3.5$8.0 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $18.1$14.1 million and $38.1$32.6 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and six months ended MarchJune 31,30, 2026 included elsewhere in this Quarterly Report.