The following discussion and analysis is intended to assist you in understanding
our consolidated financial condition and results of operations for the
three-year period ended December 31, 2021. Our consolidated financial statements
and the accompanying notes included elsewhere in this Annual Report contain
detailed information that you should refer to in conjunction with the following
discussion and analysis.

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, fragrance and
beauty products; steel and aluminum containers for human and pet food and
general line products; and custom designed plastic containers for personal care,
food, health care, pharmaceutical, household and industrial chemical, pet food
and care, agricultural, automotive and marine chemical products. We are a
leading worldwide manufacturer of dispensing and specialty closures, a leading
manufacturer of metal containers in North America and Europe, the largest
manufacturer of metal food containers in North America with a unit volume market
share in the United States for the year ended December 31, 2021 of slightly more
than half of the market, and a leading manufacturer of custom containers in
North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital
and management resources to grow our business, reduce operating costs, 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.

SALES GROWTH

We have increased net sales and market share in our dispensing and specialty
closures, metal containers, and custom containers businesses through both
acquisitions and internal growth. As a result, we have expanded and diversified
our customer base, geographic presence and product lines.

With our acquisitions of our dispensing and specialty closures operations in
North America, Europe, Asia and South America as well as organic growth, we
established ourselves as a leading worldwide manufacturer of dispensing and
specialty closures for food, beverage, health care, garden, home, personal care,
fragrance and beauty products. In 2017, we broadened our closures portfolio to
include dispensing systems with our acquisition of SDS, and we further expanded
our dispensing systems operations with our acquisitions of the Albéa Dispensing
Business in 2020 and Silgan Specialty Packaging and Unicep in 2021. 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 $2.16 billion in 2021 as a result of acquisitions and organic
growth, representing a compounded annual growth rate of approximately 13.9
percent over that period. We may pursue further acquisition opportunities in the
dispensing and specialty closures markets, including in dispensing systems, or
in adjacent markets, such as our acquisitions of Silgan Specialty Packaging and
Unicep. Additionally, we expect to continue to generate organic growth in our
dispensing and specialty closures business, particularly in dispensing systems.
In 2021, unit volumes for our dispensing and specialty closures business
increased approximately 9 percent principally as a result of the acquisitions we
completed in 2021 and strong volumes for beauty, fragrance, food and beverage
products. For 2022, we expect demand levels for beauty and fragrance products to
continue to be strong and demand levels for hygiene and cleaning products to
improve. Additionally, 2022 will include a full year of volumes from our
acquisitions completed in 2021.

We are a leading manufacturer 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 35 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 and Purina Steel Can reflect
this trend. We estimate that approximately nine percent of the market for metal
food containers in the United States is still served by self-manufacturers.
Prior to 2020, the metal food container market in North America was relatively
flat during this period of consolidation, despite losing market share as a
result of more dining out, fresh produce and competing materials. 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. Since 1987, net sales of our metal containers business have
increased to $2.81 billion, representing a compounded annual growth rate of
approximately 7.3 percent. We
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also enhanced our business by focusing on providing customers with high levels
of quality and service 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 2020 and 2021, we experienced a significant increase in
demand for many of our products, including metal food containers. Our unit
volumes for metal food containers increased approximately 4 percent in 2021
following a 14 percent increase in 2020 primarily due to higher demand in
at-home food consumption and continued growth in pet food products. For 2022, we
anticipate that demand levels for our metal food containers will continue to be
strong principally due to continued demand in at-home food consumption and
continued growth in pet food products. However, we expect volumes for our metal
food containers to be lower in 2022 as compared to record volumes in 2021 due,
in part, to additional customer purchases at the end of 2021 in anticipation of
significant raw material inflation expected in 2022. Net sales in the metal
containers business in 2022, however, are expected to increase as compared to
2021 primarily due to the pass through to customers of significant raw material
inflation in 2022, which will also have the mathematical consequence of
negatively impacting segment income margin of the metal containers business.

We have improved the market position of our custom containers business since
1987, with net sales increasing to $708.6 million in 2021, representing a
compounded annual growth rate of approximately 6.3 percent over that period. We
achieved this improved market position primarily through strategic acquisitions
as well as through internal 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 intend to pursue
further acquisition opportunities in markets where we believe that we can
successfully apply our acquisition and value-added operating expertise and
strategy. In 2021, our custom containers business experienced a decrease in
volumes of approximately 10 percent as compared to record pandemic driven
volumes in 2020 primarily due to a decrease in volumes for certain consumer
health and personal and home care products which had surged in 2020 principally
due to the COVID-19 pandemic, partially offset by growth in pet food products.
We anticipate that demand levels for our custom containers will increase in
2022, primarily as a result of a return to more normal volume levels for hygiene
and cleaning products and continued growth in pet food products.

OPERATIONAL PERFORMANCE

We operate in a competitive industry where it is necessary to realize cost
reduction opportunities to offset continued competitive pricing pressure. 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. From 2016, we have closed two dispensing and
specialty closures manufacturing facilities, six metal container manufacturing
facilities and two custom container manufacturing facilities in connection with
our continuing efforts to streamline our plant operations, reduce operating
costs and better match supply with geographic demand. In 2019, we initiated a
multi-year footprint optimization plan in our metal containers business in the
U.S. to reduce capacity and continue to drive cost reductions, under which we
shut down two metal container manufacturing facilities in the fourth quarter of
2019. We delayed further implementation of this footprint optimization plan in
2020 and 2021 due to a strong increase in demand for our products and may make
changes to this footprint optimization plan based on further demand changes for
our products.

Historically, we have been successful in renewing our multi-year supply agreements with our customers. We estimate that in 2022, approximately 90% of our anticipated sales of metal containers and the majority of our anticipated sales of distribution and specialty closures and custom containers will be under multi-year arrangements.

Many of our multi-year customer supply arrangements generally provide for the
pass through of changes in raw material, labor and other manufacturing costs,
thereby significantly reducing the exposure of our results of operations to the
volatility of these costs. Our metal closures and metal containers supply
agreements with our customers provide for the pass through of changes in our
metal costs. For our metal closures and metal containers customers without
long-term contracts, we have also generally increased prices to pass through
increases in our metal costs. Our dispensing systems, plastic closures and
plastic containers supply agreements with our customers provide for the pass
through of changes in our resin costs, subject in many cases to a lag in the
timing of such pass through. For our dispensing systems, plastic closures and
plastic containers customers without long-term contracts, we have also generally
increased prices to pass through increases in our resin costs.
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Our metal containers business is dependent, in part, upon the vegetable and
fruit harvests in the midwest and western regions of the United States and, to a
lesser extent, in a variety of national growing regions in Europe. Our
dispensing and specialty closures business is also dependent, in part, upon
vegetable and fruit 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 income from operations during
that quarter. Additionally, as is common in the packaging industry, we provide
extended payment terms to some of our customers in our metal containers business
due to the seasonality of the vegetable and fruit packing process.

USE OF CAPITAL

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 August 2019, we redeemed all $300.0 million
aggregate principal amount of the outstanding 5½% Notes with revolving loan
borrowings under our Credit Agreement and cash on hand. In November 2019, we
issued $400.0 million aggregate principal amount of the 4?% Notes, and used the
net proceeds therefrom to repay outstanding revolving loans under our Credit
Agreement at that time, including revolving loans used to redeem the 5½% Notes.
In February 2020, we issued an additional $200.0 million of the 4?% Notes and
€500.0 million of the 2¼% Notes. We used the net proceeds of these issuances and
revolving loan borrowings under our Credit Agreement to prepay all of our
outstanding U.S. dollar term loans under our Credit Agreement at that time. In
June 2020, we funded the purchase price for the Albéa Dispensing Business with
$900.0 million of incremental term loans under our Credit Agreement. In February
2021, we amended our Credit Agreement to provide us with additional flexibility
to, among other things, issue new senior secured notes, and we issued $500.0
million aggregate principal amount of our 1.4% Notes and used the proceeds
therefrom to prepay $500.0 million of outstanding term loans under our Credit
Agreement. In September and October 2021, we funded the purchase price for
Silgan Specialty Packaging, Unicep and Easytech with revolving loan borrowings
under our Credit Agreement. In November 2021, we further amended our Credit
Agreement to extend maturity dates by more than three years, increase our
revolving loan facility from $1.2 billion to $1.5 billion, borrow $1.0 billion
in new term loans to refinance outstanding term and revolving loans under our
Credit Agreement that were used to fund the three recent acquisitions completed
in 2021 and the acquisition of the Albéa Dispensing Business in 2020, and
provide us with additional flexibility with regard to our strategic initiatives.
You should also read Notes 3, 9 and 18 to our Consolidated Financial Statements
for the year ended December 31, 2021 included elsewhere in this Annual Report.

To the extent we utilize debt for acquisitions or other permitted purposes in
future periods, our interest expense may increase. Further, since the revolving
loan and term loan borrowings under our Credit Agreement bear interest at
floating rates, our interest expense is sensitive to changes in prevailing rates
of interest and, accordingly, our interest expense may vary from period to
period. After taking into account interest rate swap agreements that we entered
into to mitigate the effect of interest rate fluctuations, at December 31, 2021,
we had $913.4 million of indebtedness, or approximately 24 percent of our total
outstanding indebtedness, which bore interest at floating rates. Over the course
of the year, we also borrow revolving loans under our revolving loan facilities
which bear interest at floating rates to fund our seasonal working capital
needs. Accordingly, during 2021 our average outstanding variable rate debt,
after taking into account the average outstanding notional amount of our
interest rate swap agreements, was approximately 20 percent of our total
outstanding indebtedness. You should also read Note 10 to our Consolidated
Financial Statements for the year ended December 31, 2021 included elsewhere in
this Annual Report for information regarding our interest rate swap agreements.

In light of our strategy to use leverage to support our growth and optimize
shareholder returns, we have incurred and will continue to incur significant
interest expense. For 2021, 2020 and 2019, our aggregate interest and other debt
expense before loss on early extinguishment of debt as a percentage of our
income before interest and income taxes was 18.8 percent, 20.3 percent and 29.4
percent, respectively.
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RESULTS OF OPERATIONS

The following table sets forth certain income statement data expressed as a
percentage of net sales for each of the periods presented. You should read this
table in conjunction with our Consolidated Financial Statements for the year
ended December 31, 2021 and the accompanying notes included elsewhere in this
Annual Report.

                                                            Year Ended December 31,
                                                        2021                2020         2019
Operating Data:
Net sales:
Dispensing and Specialty Closures                              38.0  %      34.8  %      31.3  %
Metal Containers                                               49.5         52.0         55.1
Custom Containers                                              12.5         13.2         13.6
Consolidated                                                  100.0        100.0        100.0
Cost of goods sold                                             83.8         82.4         84.1
Gross profit                                                   16.2         17.6         15.9
Selling, general and administrative expenses                    6.7          7.7          7.0
Rationalization charges                                         0.3          0.3          1.3
Other pension and postretirement income                        (0.9)        (0.8)        (0.4)
Income before interest and income taxes                        10.1         10.4          8.0
Interest and other debt expense                                 1.9          2.1          2.4
Income before income taxes                                      8.2          8.3          5.6
Provision for income taxes                                      1.9          2.0          1.3
Net income                                                      6.3  %       6.3  %       4.3  %

Summary of the results of our reportable segments for the years ended December 31, 20212020 and 2019 are shown below.

                                                Year Ended December 31,
                                          2021           2020           2019
                                                 (Dollars in millions)
Net sales:
Dispensing and Specialty Closures      $ 2,160.5      $ 1,712.4      $ 1,405.6
Metal Containers                         2,808.0        2,558.0        2,473.2
Custom Containers                          708.6          651.5          611.1
Consolidated                           $ 5,677.1      $ 4,921.9      $ 4,489.9
Segment income:
Dispensing and Specialty Closures(1)   $   262.1      $   224.4      $   173.5
Metal Containers(2)                        253.7          246.6          160.0
Custom Containers(3)                        92.4           87.8           48.9
Corporate(4)                               (32.1)         (46.4)         (22.9)
Consolidated                           $   576.1      $   512.4      $   359.5


______________________
(1)Includes rationalization charges of $5.8 million, $5.7 million and $6.5
million in 2021, 2020 and 2019, respectively. Also includes a charge for the
write-up of inventory for purchase accounting of $1.6 million as a result of the
acquisition of Silgan Specialty Packaging in 2021 and $3.5 million as a result
of the acquisition of the Albéa Dispensing Business in 2020.
(2)Includes rationalization charges of $8.9 million, $9.9 million and $49.4
million in 2021, 2020 and 2019, respectively. Also includes a charge for the
write-up of inventory for purchase accounting of $1.0 million as a result of the
acquisition of Easytech in 2021.
(3)Includes rationalization charges of $0.3 million, $0.4 million and $0.4
million in 2021, 2020 and 2019, respectively.
(4)Includes costs attributed to announced acquisitions of $5.0 million, $19.3
million and $1.8 million in 2021, 2020 and 2019, respectively.

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FINISHED EXERCISE DECEMBER 31, 2021 COMPARED TO THE FINANCIAL YEAR ENDED DECEMBER 31, 2020

Overview. Consolidated net sales were $5.7 billion in 2021, representing a 15.3
percent increase as compared to 2020 primarily as a result of the pass through
of higher raw material and other costs, higher unit volumes in the dispensing
and specialty closures and metal containers segments including from
acquisitions, the impact of favorable foreign currency translation and a more
favorable mix of products sold in the custom containers segment, partially
offset by lower volumes in the custom containers segment and a higher percentage
of smaller cans sold in the metal containers segment. Income before interest and
income taxes for 2021 increased by $63.7 million, or 12.4 percent, as compared
to 2020 primarily as a result of higher unit volumes in the dispensing and
specialty closures and metal containers segments, strong operating performance,
lower corporate expenses, higher pension income, a more favorable mix of
products sold and the pass through of other cost increases in the dispensing and
specialty closures segment, lower charges in 2021 from the write-up of inventory
for purchase accounting as a result of acquisitions as compared to 2020, the
inclusion in the prior year of a charge in the custom containers segment for a
non-commercial legal dispute relating to prior periods and lower rationalization
charges, partially offset by the unfavorable impact from the lagged pass through
to customers of significantly higher resin costs, higher costs largely as a
result of labor and supply chain challenges, lower volumes in the custom
containers segment and a higher percentage of smaller cans sold in the metal
containers segment. Rationalization charges were $15.0 million and $16.0 million
for the years ended 2021 and 2020, respectively. Results for 2021 and 2020 also
included costs attributed to announced acquisitions of $5.0 million and $19.3
million, respectively and a loss on early extinguishment of debt of $1.4 million
and $1.5 million, respectively. Net income in 2021 was $359.1 million as
compared to $308.7 million in 2020.

Net sales. the $755.2 million The increase in consolidated net sales in 2021 compared to 2020 is due to the increase in net sales in all segments.

Net sales for the dispensing and specialty closures segment in 2021 increased
$448.1 million, or 26.2 percent, as compared to 2020. This increase was
primarily the result of higher unit volumes of approximately nine percent, the
pass through of higher raw material and other manufacturing costs and the impact
of favorable foreign currency translation of approximately $23.0 million. The
increase in unit volumes was principally the result of the inclusion of volumes
from the dispensing operations of the Albéa Dispensing Business which was
acquired in June 2020 and the recent acquisitions of Silgan Specialty Packaging
and Unicep, as well as strong volumes for beauty, fragrance, beverage and food
products. These volume gains were 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 had surged in
2020 during the COVID-19 pandemic.

Net sales for the metal containers segment increased $250.0 million, or 9.8
percent, in 2021 as compared to 2020. This increase was primarily a 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 $9.0 million, partially offset by a higher
percentage of smaller cans sold. The increase in unit volumes over record
volumes in 2020 was due primarily to continued strong consumer demand levels for
food cans and continued growth in pet food products, as well as customer
purchases in advance of significant raw material inflation expected in 2022.

Net sales for the custom containers segment in 2021 increased $57.1 million, or
8.8 percent, as compared to 2020. This increase was principally due to the pass
through of higher raw material costs, a more favorable mix of products sold and
the impact of favorable foreign currency translation of approximately $8.0
million, partially offset by lower volumes of approximately ten percent. The
decline in volumes was due primarily to a decrease in volumes for certain
consumer health and personal and home care products, partially offset by growth
in pet food products.

Gross profit. Gross profit margin decreased by 1.4 percentage points to 16.2% in 2021 from 17.6% in 2020, mainly due to the mathematical consequence of the transmission of significant cost inflation raw materials in 2021.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percentage of consolidated net sales decreased 1.0
percentage point to 6.7 percent for 2021 as compared to 7.7 percent in 2020.
Selling, general and administrative expenses increased $0.4 million in 2021 as
compared to 2020. Selling, general and administrative expenses in 2021 included
a full year of expenses from the Albéa Dispensing Business and Cobra Plastics
which were acquired in June 2020 and February 2020, respectively, and costs
attributed to announced acquisitions of $5.0 million in 2021, which were mostly
offset by the inclusion in the prior year of costs attributed to announced
acquisitions of $19.3 million, one-time plant employee incentive payments and
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a load of $3.2 million in the customs container segment for a non-commercial dispute relating to prior periods.

Income before Interest and Income Taxes. Income before interest and income taxes
for 2021 increased by $63.7 million as compared to 2020, while margin decreased
to 10.1 percent from 10.4 percent over the same periods. The increase in income
before interest and income taxes was primarily the result of higher income in
each of the segments, lower corporate expenses primarily as a result of lower
acquisition related costs and lower rationalization charges. Income before
interest and income taxes included rationalization charges of $15.0 million and
$16.0 million and costs attributed to announced acquisitions of $5.0 million and
$19.3 million in 2021 and 2020, respectively. Segment income margin was
negatively impacted by the mathematical consequence of passing through
significant raw material cost inflation during the year.

Segment income of the dispensing and specialty closures segment for 2021
increased $37.7 million as compared to 2020, while segment income margin
decreased to 12.1 percent from 13.1 percent over the same periods. The increase
in segment income was primarily due to higher unit volumes including from
acquisitions completed in 2021 and 2020, a more favorable mix of products sold,
strong operating performance, the pass through of other cost increases and lower
charges from the write-up of inventory from acquisitions for purchase accounting
in the current year, partially offset by the unfavorable impact from the delayed
pass through of significantly higher resin costs, higher costs associated with
labor and supply chain challenges and foreign currency transaction losses.
Segment income margin was negatively impacted by the mathematical consequence of
passing through significant raw material cost inflation in 2021.

Segment income of the metal containers segment for 2021 increased $7.1 million
as compared to 2020, while segment income margin decreased to 9.0 percent from
9.6 percent over the same periods. The increase in segment income was primarily
attributable to higher unit volumes, higher pension income, higher foreign
currency transaction losses in the prior year and lower rationalization charges,
partially offset by operational inefficiencies and higher costs as a result of
labor and supply chain challenges, a higher percentage of smaller cans sold and
the negative impact of a $1.0 million charge for the write-up of inventory for
purchase accounting related to the acquisition of Easytech in 2021.
Rationalization charges were $8.9 million and $9.9 million in 2021 and 2020,
respectively. Segment income margin was negatively impacted by the mathematical
consequence of passing through significant raw material cost inflation in 2021.

Segment income of the custom containers segment for 2021 increased $4.6 million
as compared to 2020, while segment income margin decreased to 13.0 percent from
13.5 percent over the same periods. The increase in segment income was primarily
attributable to strong operating performance and cost control and the inclusion
in the prior year of a $3.2 million charge for a non-commercial legal dispute
related to prior periods, partially offset by lower volumes. Segment income
margin was negatively impacted by the mathematical consequence of passing
through significant raw material cost inflation in 2021.

Interest and Other Debt Expense. Interest and other debt expense before loss on
early extinguishment of debt for 2021 was $108.4 million, an increase of $4.6
million as compared to $103.8 million for 2020 due primarily to higher weighted
average outstanding borrowings as a result of the acquisition of the Albéa
Dispensing Business in June 2020 and the recent acquisitions completed in the
latter half of 2021, partially offset by lower weighted average interest rates
during 2021. Loss on early extinguishment of debt was $1.4 million and $1.5
million in 2021 and 2020, respectively.

Provision for Income Taxes. The effective tax rates for 2021 and 2020 were 23.0
percent and 24.2 percent, respectively. The effective tax rate in 2021 was
favorably impacted by tax rate changes in certain jurisdictions and more income
in lower tax jurisdictions.

FINISHED EXERCISE DECEMBER 31, 2020 COMPARED TO THE FINANCIAL YEAR ENDED DECEMBER 31, 2019

Overview. Consolidated net sales were $4.92 billion in 2020, representing an 9.6
percent increase as compared to 2019 primarily as a result of higher volumes
including from acquisitions and a more favorable mix of products sold in the
dispensing and specialty closures segment, partially offset by the pass through
of lower raw material costs, the impact from both a continued shift towards
smaller metal packages sold and the renewal of certain significant customer
contracts at the end of 2019 in the metal containers segment, a less favorable
mix of products sold in the custom containers segment and the impact of
unfavorable foreign currency translation. Income before interest and income
taxes for 2020 increased by $152.9 million, or 42.5 percent, as compared to 2019
primarily as a result of higher volumes and strong operating performance, lower
rationalization charges, higher pension income and a more favorable mix of
products sold in the dispensing and specialty closures segment,
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partially offset by higher selling, general and administrative expenses
primarily as a result of higher acquisition related costs, the impact from both
a continued shift towards smaller metal packages sold and the renewal of certain
significant customer contracts in the metal containers segment, the negative
impact from the write-up of inventory for purchase accounting as a result of
acquisitions completed in 2020 and the unfavorable impact from the lagged pass
through to customers of higher resin costs. Rationalization charges were $16.0
million and $56.3 million for the years ended 2020 and 2019, respectively.
Results for 2020 and 2019 also included other pension and post retirement income
of $38.7 million and $17.8 million, respectively, and a loss on early
extinguishment of debt of $1.5 million and $1.7 million, respectively. Net
income in 2020 was $308.7 million as compared to $193.8 million in 2019.

Net sales. the $432.0 million The increase in consolidated net sales in 2020 compared to 2019 is due to the increase in net sales in all segments.

Net sales for the dispensing and specialty closures segment in 2020 increased
$306.8 million, or 21.8 percent, as compared to 2019. This increase was
primarily the result of higher unit volumes of approximately eight percent and a
more favorable mix of products sold due primarily to strong unit volume growth
in dispensing closures, partially offset by the pass through of lower raw
material costs and the impact of unfavorable foreign currency translation of
approximately $4.0 million. The increase in unit volumes was principally the
result of the inclusion of the Albéa Dispensing Business and Cobra Plastics
which were acquired in 2020 and strength in volumes for consumer health,
hygiene, personal care and food and beverage products. These volume gains were
partially offset by weaker demand for certain beauty and fragrance products.

Net sales for the metal containers segment increased $84.8 million, or 3.4
percent, in 2020 as compared to 2019. This increase was primarily a result of
higher unit volumes of approximately fourteen percent and the impact of
favorable foreign currency translation of approximately $4.0 million, partially
offset by the pass through of lower raw material costs, a continued shift
towards smaller metal packages sold and the impact from the renewal of certain
significant customer contracts at the end of 2019. Record unit volumes in 2020
resulted primarily from higher demand in at-home food consumption.

Net sales for the custom containers segment in 2020 increased $40.4 million, or
6.6 percent, as compared to 2019. This increase was principally due to higher
volumes of approximately eleven percent, partially offset by the pass through of
lower raw material costs, a less favorable mix of products sold and the impact
of unfavorable foreign currency translation of approximately $1.0 million. The
increase in volumes was due primarily to higher demand for food and consumer
health and hygiene products and continued new business awards.

Gross profit. Gross profit margin increased by 1.7 percentage points to 17.6% in 2020 from 15.9% in 2019 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 0.7
percentage points to 7.7 percent for 2020 as compared to 7.0 percent in 2019.
Selling, general and administrative expenses increased $62.0 million in 2020 as
compared to 2019 primarily as a result of costs attributed to announced
acquisitions of $19.3 million, the inclusion of selling, general and
administrative expenses from the Albéa Dispensing Business and Cobra Plastics,
one-time plant employee incentive payments and a charge of $3.2 million in the
custom containers segment for the resolution of a non-commercial legal dispute
relating to prior periods.

Income before Interest and Income Taxes. Income before interest and income taxes
for 2020 increased by $152.9 million as compared to 2019, and margin increased
to 10.4 percent from 8.0 percent over the same periods. The increase in income
before interest and income taxes was primarily the result of higher segment
income in each of the segments and lower rationalization charges, partially
offset by higher selling, general and administrative expenses and the $3.5
million charge for the write-up of inventory for purchase accounting as a result
of acquisitions completed in 2020. Income before interest and income taxes
included rationalization charges of $16.0 million and $56.3 million and costs
attributed to announced acquisitions of $19.3 million and $1.8 million in 2020
and 2019, respectively.

Segment income of the dispensing and specialty closures segment for 2020
increased $50.9 million as compared to 2019, and segment income margin increased
to 13.1 percent from 12.3 percent over the same periods. The increase in segment
income and segment income margin was primarily due to higher unit volumes
including from acquisitions completed in 2020, a more favorable mix of products
sold, strong operating performance and higher pension income, partially offset
by the negative impact of a $3.5 million charge for the write-up of inventory
for purchase accounting as a result of acquisitions completed in 2020.
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Segment income of the metal containers segment for 2020 increased $86.6 million
as compared to 2019, and segment income margin increased to 9.6 percent from 6.5
percent over the same periods. The increase in segment income and segment income
margin was primarily attributable to higher unit volumes, $39.5 million of lower
rationalization charges, strong operating performance and higher pension income.
These increases were partially offset by the impact from both a continued shift
towards smaller metal packages sold and the renewal of certain significant
customer contracts at the end of 2019. Rationalization charges were $9.9 million
and $49.4 million in 2020 and 2019, respectively. Rationalization charges in
2019 were incurred primarily in connection with the shutdown of two
manufacturing facilities and the resulting withdrawal from the Central States
Pension Plan.

Segment income of the custom containers segment for 2020 increased $38.9 million
as compared to 2019, and segment income margin increased to 13.5 percent from
8.0 percent over the same periods. The increase in segment income and segment
income margin was primarily attributable to higher volumes, strong operating
performance and lower manufacturing costs and higher pension income, partially
offset by the unfavorable impact of a charge of $3.2 million for the resolution
of a non-commercial legal dispute relating to prior periods and the unfavorable
impact from the lagged pass through to customers of higher resin costs.

Interest and Other Debt Expense. Interest and other debt expense before loss on
early extinguishment of debt for 2020 was $103.8 million, a decrease of $1.9
million as compared to $105.7 million for 2019 due primarily to lower weighted
average interest rates, partially offset by higher average outstanding
borrowings principally related to the acquisition of the Albéa Dispensing
Business and additional revolving loan borrowings outstanding during the first
half of 2020 primarily to hold cash and cash equivalents to ensure liquidity
against potential credit market disruptions as a result of the COVID-19
pandemic. Weighted average interest rates were lower during 2020 due to lower
variable market rates and the redemption on August 1, 2019 of all outstanding
5½% Notes. Loss on early extinguishment of debt of $1.5 million in 2020 was a
result of the prepayment of term loans under our Credit Agreement. Loss on early
extinguishment of debt of $1.7 million in 2019 was a result of the redemption of
all outstanding 5½% Notes in August 2019.

Provision for Income Taxes. The effective tax rates for 2020 and 2019 were 24.2
percent and 23.1 percent. The effective tax rate in 2019 was favorably impacted
by the resolution of a prior year tax audit and the timing of certain tax
deductions.

CAPITAL AND LIQUIDITY RESOURCES

Our principal sources of liquidity have been net cash from operating activities
and borrowings under our debt instruments, including our Credit Agreement. Our
liquidity requirements arise primarily 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 and the
funding of our seasonal working capital needs.

In November 2021, we further amended our Credit Agreement to extend maturity
dates by more than three years, increase our multi-currency revolving loan
facility from $1.2 billion to $1.5 billion, borrow $1.0 billion in new term
loans to refinance outstanding term and revolving loans under our Credit
Agreement that were used to fund the purchase prices for the three recent
acquisitions completed in 2021 and the acquisition of the Albéa Dispensing
Business in 2020, and provide us with additional flexibility with regard to our
strategic initiatives. Accordingly, we now have a $1.5 billion multi-currency
revolving loan facility, which we can use for working capital and other general
corporate purposes, including acquisitions, stock repurchases, refinancings and
repayments of other debt, and $1.0 billion of outstanding new term loans under
our Credit Agreement. As a result of the repayment of term and revolving loans
under our Credit Agreement in connection with this amendment to our Credit
Agreement, we recorded a pre-tax charge for the loss on early extinguishment of
debt of $0.5 million in 2021.

We used the total revolving borrowings under our credit agreement of $747.9 million to finance the purchase price of our acquisitions of Silgan Specialty PackagingUnicep and Easytech in September and October 2021.

On, February 1, 2021, we amended our Credit Agreement to provide us with
additional flexibility to, among other things, issue new senior secured notes.
On February 10, 2021, we issued $500.0 million aggregate principal amount of the
1.4% Notes at 99.945 percent of their principal amount. 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 outstanding incremental term loans
under our Credit Agreement that were used to fund the purchase price for the
Albéa Dispensing Business. 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 in 2021 for the write-off of unamortized
debt issuance costs.
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In June 2020, we funded the purchase price for the Albéa Dispensing Business
with $900.0 million of incremental term loans under our Credit Agreement. In
February 2020, we issued an additional $200.0 million of the 4?% Notes and
€500.0 million of the 2¼% Notes. We used the net proceeds from these issuances
and revolving loan borrowings under our Credit Agreement to prepay all of our
outstanding U.S. dollar term loans under our Credit Agreement at that time.

On November 12, 2019, we issued $400.0 million aggregate principal amount of the
4?% Notes and used the net proceeds therefrom to repay outstanding revolving
loans under our Credit Agreement at that time, including revolving loans used to
redeem the 5½% Notes.

On August 1, 2019, we redeemed all $300.0 million aggregate principal amount of
our outstanding 5½% Notes at a redemption price of 100 percent of their
principal amount plus accrued and unpaid interest up to the redemption date. We
funded this redemption with revolving loan borrowings under our Credit Agreement
and cash on hand. As a result of this redemption, we recorded a pre-tax charge
for the loss on early extinguishment of debt of $1.7 million in 2019 for the
write-off of unamortized debt issuance costs.

You should also read Notes 3, 9 and 18 to our Consolidated Financial Statements
for the year ended December 31, 2021 included elsewhere in this Annual Report
with regard to our debt.

In 2021, we used proceeds from new term loans under our Credit Agreement of $1.0
billion and from the issuance of the 1.4% Notes of $499.7 million, cash provided
by operating activities of $556.8 million and increases in outstanding checks of
$141.7 million to fund repayments of long-term debt of $900.0 million, the
purchase price for the acquisitions of Silgan Specialty Packaging, Unicep and
Easytech for an aggregate $745.7 million, net capital expenditures and other
investing activities of $230.3 million, dividends paid on our common stock of
$62.5 million, debt issuance costs of $11.1 million, net repayments of revolving
loans of $10.6 million, repurchases of our common stock of $8.6 million under
our stock-based compensation plan and to increase cash and cash equivalents
(including the negative effect of exchange rate changes of $7.5 million) by
$221.9 million.

In 2020, we used net proceeds of $1,639.7 million from the issuance of the 2¼%
Notes and the additional 4?% Notes and from the incremental term loans borrowed
under our Credit Agreement, cash provided by operating activities of $602.5
million and increases in outstanding checks of $5.2 million to fund the purchase
price for the acquisitions of the Albéa Dispensing Business and Cobra Plastics
for an aggregate $940.9 million, repayments of long-term debt of $766.2 million,
net capital expenditures and other investing activities of $222.3 million,
dividends paid on our common stock of $53.6 million, repurchases of our common
stock of $42.1 million, net repayments of revolving loans of $12.8 million and
debt issuance costs of $10.3 million and to increase cash and cash equivalents
(including the positive effect of exchange rate changes of $6.5 million) by
$205.7 million.

In 2019, we used cash provided by operating activities of $507.3 million and
proceeds of $400.0 million from the issuance of the 4?% Notes to fund repayments
of long-term debt of $359.4 million, net capital expenditures and other
investing activities of $230.1 million, net repayments of revolving loans of
$98.2 million, dividends paid on our common stock of $50.8 million, repurchases
of our common stock of $27.6 million, decreases in outstanding checks of $4.7
million and debt issuance costs of $4.8 million and to increase cash and cash
equivalents (including the negative effect of exchange rate changes of $0.7
million) by $131.0 million.

At December 31, 2021, we had $3,815.4 million of total consolidated indebtedness
and cash and cash equivalents on hand of $631.4 million. In addition, at
December 31, 2021, we had outstanding letters of credit of $19.8 million and no
outstanding revolving loan borrowings under our Credit Agreement.

Under our Credit Agreement, we have available to us $1.5 billion of revolving
loans under a multi-currency revolving loan facility. Revolving loans under our
Credit Agreement may be used for working capital and other general corporate
purposes, including acquisitions, capital expenditures, dividends, stock
repurchases and refinancings and repayments of other debt. Revolving loans may
be borrowed, repaid and reborrowed under the revolving loan facilities from time
to time until November 9, 2026. At December 31, 2021, after taking into account
outstanding letters of credit of $19.8 million, borrowings available under the
revolving loan facilities of our Credit Agreement were $1.48 billion. Under our
Credit Agreement, we also have available to us an uncommitted multi-currency
incremental loan facility in an amount of up to an additional $1.25 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 the revolving loan facilities 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. You should also read Notes 3, 9 and 18 to our
Consolidated Financial Statements for the year ended December 31, 2021 included
elsewhere in this Annual Report.
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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 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 requirements have historically
averaged approximately $350.0 million and were generally funded with revolving
loans under our senior secured credit facility, other foreign bank loans and
cash on hand. For 2022, we expect to fund our seasonal working capital
requirements with cash on hand, revolving loans under our Credit Agreement and
foreign bank loans. 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.

We use a variety of working capital management strategies, including supply
chain financing, or SCF, programs. In light of evolving market practices with
respect to payment terms, we have entered into various SCF arrangements with
financial institutions pursuant to which (i) we sell receivables of certain
customers without recourse to such financial institutions and accelerate payment
in respect of such receivables sooner than provided in the applicable supply
agreements with such customers and (ii) we have effectively extended our payment
terms on certain of our payables.

For our customer-based SCF arrangements, we negotiate the terms of such SCF
arrangements with the applicable financial institutions providing such SCF
arrangements independent of our agreements with our customers. Under such SCF
arrangements, we elect to sell our receivables for the applicable customer to
the applicable financial institution on a non-recourse basis at a discount or
credit spread based upon the creditworthiness of such customer. Such customer is
then obligated to pay the applicable financial institution with respect to such
receivables on their due date. Upon any such sale, we no longer have any credit
risk with respect to such receivables, and we will have accelerated our receipt
of cash in respect of such receivables thereby reducing our net working capital.
Payments in respect of receivables sold under such SCF arrangements are
reflected in net cash provided by operating activities in our Consolidated
Statements of Cash Flows. Separate from such SCF arrangements, we generally
maintain the contractual right with customers in respect of which we have
entered into SCF arrangements to require shorter payment terms or require our
customers to negotiate shorter 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. Approximately 20 percent and 19 percent of our
annual net sales for the years ended December 31, 2021 and 2020, respectively,
were subject to customer-based SCF arrangements. Based on our estimate, we
improved our days sales outstanding by approximately twelve days for 2021 as a
result of such customer-based SCF arrangements.

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 Consolidated Balance Sheet, and the
associated payments are reflected in net cash provided by operating activities
in our 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 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.
Approximately 12 percent and 14 percent of our Cost of Goods Sold in our
Consolidated Statements of Income for the years ended December 31, 2021 and
2020, respectively, were subject to this SCF program. At December 31, 2021,
outstanding trade accounts payables subject to this SCF program were
approximately $325 million.
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Certain economic developments such as changes in interest rates, general market
liquidity or the creditworthiness of customers relative to us could impact our
participation in customer-based SCF arrangements. Future changes in our
suppliers' financing policies or certain economic developments, such as changes
in interest rates, general market conditions or liquidity or our
creditworthiness relative to a supplier could impact a supplier's participation
in our supplier SCF program and/or our ability to negotiate favorable payment
terms with suppliers. However, any such impacts are difficult to predict. If
such supply chain financing arrangements ended or suppliers otherwise change
their payment terms, our net working capital would likely increase although
because of numerous variables we cannot predict the amount of any such increase,
and it would be necessary for us to fund such net working capital increase using
cash on hand or revolving loans under our Credit Agreement or other
indebtedness.

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. Pursuant to this
authorization, we did not repurchase any shares of our common stock in 2021. In
2020, we repurchased an aggregate of 1,088,263 shares of our common stock at an
average price per share of $32.96, for a total purchase price of $35.9 million.
In 2019, we repurchased an aggregate of 407,540 shares of our common stock at an
average price per share of $29.70, for a total purchase price of $12.1 million.

In addition to our operating cash requirements and excluding any impact from acquisitions, we expect our cash requirements over the next few years to consist primarily of:

•capital expenditures of approximately $280.0 million in 2022, and thereafter
annual capital expenditures of approximately $250 million to $280 million which
may increase as a result of specific growth or specific cost savings projects;

•principal payments of bank term loans and revolving loans under our Credit
Agreement and other outstanding debt agreements and obligations (excluding
finance leases) of $17.5 million in 2022, $53.6 million in 2023, $103.8 million
in 2024, $1,141.9 million in 2025, and $2,429.8 million thereafter.

• cash payments for quarterly dividends on our common stock, as approved by our Board of Directors;

•annual payments to satisfy employee withholding tax requirements resulting from
certain restricted stock units becoming vested, which payments are dependent
upon the price of our common stock at the time of vesting and the number of
restricted stock units that vest, none of which is estimable at this time
(payments in 2021 were not significant);

•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 4?% Notes, the 2¼% Notes and the 1.4% Notes;

• payments of approximately $125 million for federal, state and foreign tax obligations in 2022, which may increase each year thereafter; and

•payments for pension benefit plan contributions, which are not expected to be
significant based on the fact that our domestic pension plans were more than 100
percent funded at December 31, 2021.

We believe that cash generated from operations and funds from borrowings
available under our Credit Agreement will be sufficient to meet our expected
operating needs, planned capital expenditures, debt service requirements (both
principal and interest), tax obligations, pension benefit plan contributions,
share repurchases required under our Amended and Restated 2004 Stock Incentive
Plan 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 our Credit
Agreement, to finance any such acquisition.

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 4¾% Notes and the 3¼% Notes, the 4?% Notes, the 2¼%
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 2022 with all of these covenants.
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CONTRACTUAL OBLIGATIONS

Our contractual cash obligations to December 31, 2021 are provided below:

                                                            Payment due by period
                                                    Less than         1-3           3-5         More than
                                       Total          1 year         years         years         5 years
                                                            (Dollars in millions)

Long-term debt(1) $3,746.6 $17.5 $157.4

     $ 1,743.7      $ 1,828.0
Interest on fixed rate debt(1)          390.2            83.6        166.9           92.7           47.0
Interest on variable rate debt(2)        84.2            20.0         31.4           23.5            9.3
Operating lease obligations(3)          290.9            53.0         89.1           60.9           87.9
Finance lease obligations(3)             89.9             6.3         35.1            5.9           42.6
Purchase obligations(4)                  38.1            38.1            -              -              -
Other pension and postretirement
benefit obligations(5)(6)                69.0             4.6          9.0            8.8           46.6
Total                               $ 4,708.9      $    223.1      $ 488.9      $ 1,935.5      $ 2,061.4


 ______________________
(1)On February 24, 2022, we gave irrevocable notice to the holders of the 4¾%
Notes for the redemption by us of all outstanding 4¾% Notes on March 28, 2022.
These amounts do not give effect to such redemption.
(2)These amounts represent expected cash payments of interest on our variable
rate long-term debt under our Credit Agreement, after taking into consideration
our interest rate swap agreements, at prevailing interest rates and foreign
currency exchange rates at December 31, 2021.
(3)Operating and finance lease obligations include imputed interest.
(4)Purchase obligations represent commitments for capital expenditures of $38.1
million. Obligations that are cancellable without penalty are excluded.
(5)Other pension obligations consist of annual cash expenditures for the
withdrawal liability related to the Central States Pension Plan through 2040 and
other postretirement benefit obligations which have been actuarially determined
through the year 2031.
(6)Based on current legislation and the current funded status of our domestic
pension benefit plans, there are no significant minimum required contributions
to our pension benefit plans in 2022.

AT December 31, 2021we also had outstanding letters of credit $19.8 million
that have been issued under our credit agreement.

You should also read notes 4, 9, 10, 11, 12 and 18 to our consolidated financial statements for the year ended December 31, 2021 included elsewhere in this annual report.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

EFFECT OF INFLATION AND INTEREST RATE FLUCTUATIONS

Historically, inflation has not had a material effect on us, other than to
increase our cost of borrowing. In general, we have been able to increase the
sales prices of our products to reflect any increases in the prices of raw
materials (subject to contractual lag periods) and to significantly reduce the
exposure of our results of operations to increases in other costs, such as labor
and other manufacturing costs.

Because we have indebtedness which bears interest at floating rates, our
financial results will be sensitive to changes in prevailing market rates of
interest. As of December 31, 2021, we had $3,815.4 million of indebtedness
outstanding, of which $1,013.4 million bore interest at floating rates.
Historically, we have entered into interest rate swap agreements to mitigate the
effect of interest rate fluctuations. As of December 31, 2021, we have two U.S.
dollar interest rate swap agreements outstanding, each for $50.0 million
notional principal amount, which mature in 2023. Depending upon future market
conditions and our level of outstanding variable rate debt, we may enter into
additional interest rate swap or hedge agreements (with counterparties that, in
our judgment, have sufficient creditworthiness) to hedge our exposure against
interest rate volatility.
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GUARANTEED SAFETY

Each of the 4¾% Notes, the 3¼% Notes, the 4?% Notes, the 2¼% Notes and the 1.4%
Notes were issued by us and are guaranteed by our U.S. subsidiaries that also
guarantee our obligations under the Credit Agreement, collectively the Obligor
Group.

The following summarized financial information relates to the Obligor Group as
of and for the year ended December 31, 2021. Intercompany transactions, equity
investments and other intercompany activity within the Obligor Group have been
eliminated from the summarized financial information. Investments in our
subsidiaries that are not part of the Obligor Group of $1.4 billion as of
December 31, 2021 are not included in noncurrent assets in the table below.
                                                        2021
                                               (Dollars in millions)

                  Current assets              $              1,506.9
                  Noncurrent assets                          4,159.9
                  Current liabilities                        1,159.2
                  Noncurrent liabilities                     4,392.4



At December 31, 2021, the Obligor Group held current receivables due from other
subsidiary companies of $70.5 million; long-term notes receivable due from other
subsidiary companies of $782.4 million; and current payables due to other
subsidiary companies of $7.3 million.
                                                   Year ended
                                            December 31, 2021
                                             (Dollars in millions)

                       Net sales            $              4,199.7
                       Gross profit                          588.9
                       Net income                            271.8



For the year ended December 31, 2021, net income in the table above excludes
income from equity method investments of other subsidiary companies of
$87.3 million. For the year ended December 31, 2021, the Obligor Group recorded
the following transactions with other subsidiary companies: sales to such other
subsidiary companies of $39.6 million; net credits from such other subsidiary
companies of $28.4 million; and net interest income from such other subsidiary
companies of $20.0 million. For the year ended December 31, 2021, the Obligor
Group received dividends from other subsidiary companies of $27.4 million.

RATIONALIZATION COSTS

In June 2019, we announced a footprint optimization plan for our metal
containers business, which included the closing of our metal container
manufacturing facilities in Mt. Vernon, Missouri and Waupun, Wisconsin in the
fourth quarter of 2019. These plant closings, in conjunction with the prior
ratification of a new labor agreement at our Menomonee Falls, Wisconsin metal
container manufacturing facility that provided for the withdrawal for that
facility from the Central States Pension Plan, resulted in our complete
withdrawal from the Central States Pension Plan. We estimate net rationalization
charges for this plan of $3.5 million for the plant closings and $62.0 million
for the withdrawal from the Central States Pension Plan. We recorded total
rationalization charges for this plan of $1.3 million, $4.1 million and $46.2
million for the years ended December 31, 2021, 2020 and 2019, respectively.
Rationalization charges in 2019 were largely to recognize the present value of
the estimated withdrawal liability related to the Central States Pension Plan.
Remaining expenses and cash expenditures for the plant closings are not expected
to be significant. Remaining expenses for the accretion of interest for the
withdrawal liability related to the Central States Pension Plan are expected to
average approximately $1.0 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 $3.1 million
annually through 2040.

We continuously evaluate cost reduction opportunities in each of our segments, including rationalizations of our existing facilities through plant closures and workforce reductions. We use a disciplined approach to identify

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opportunities that generate attractive cash returns. Under our rationalization
plans, we made cash payments of $9.9 million, $13.0 million and $8.7 million in
2021, 2020 and 2019, respectively. Exclusive of the footprint optimization plan
for our metal containers business and withdrawal from the Central States Pension
Plan as discussed above, additional remaining cash spending under our
rationalization plans are expected to be $4.0 million. You should also read Note
4 to our Consolidated Financial Statements for the year ended December 31, 2021
included elsewhere in this Annual Report.

CRITICAL ACCOUNTING ESTIMATES

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, 2021 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
$1.4 million. For 2021, we increased our domestic discount rate to 2.9 percent
from 2.5 percent to reflect market interest rate conditions. We consider the
current and expected asset allocations of our 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
$2.6 million. Our expected long-term rate of return on plan assets will decrease
from 8.5 percent to 6.9 percent in 2022 due to changes in our investment
allocations for our pension benefit plans effected in early 2022.

Historically, we have maintained a strategy of acquiring businesses and
enhancing profitability through productivity and cost reduction opportunities.
Acquisitions require us to estimate the fair value of the assets acquired and
liabilities assumed in the transactions. These estimates of fair value are based
on market participant perspectives when available and our business plans for the
acquired entities, which include eliminating operating redundancies, facility
closings and rationalizations and assumptions as to the ultimate resolution of
liabilities assumed. We also continually evaluate the operating performance of
our existing facilities and our business requirements and, when deemed
appropriate, we exit or rationalize existing operating facilities. Establishing
reserves for acquisition plans and facility rationalizations requires the use of
estimates. Although we believe that these estimates accurately reflect the costs
of these plans, actual costs incurred may differ from these estimates.

Goodwill and other intangible assets with indefinite lives are 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 2021, 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.



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FORWARD-LOOKING STATEMENTS

The statements we have made in "Risk Factors" and "Management's Discussion and
Analysis of Results of Operations and Financial Condition" and elsewhere in this
Annual Report which 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 the Securities Exchange Act of 1934, as amended, or the
Exchange Act. These 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. Therefore, the actual results of
our operations or our financial condition could differ materially from those
expressed or implied in these forward-looking statements.

The discussion in our "Risk Factors" and our "Management's Discussion and
Analysis of Results of Operations and Financial Condition" sections highlight
some of the more important risks identified by our management, but should not be
assumed to be the only factors that could affect future performance. Other
factors that could cause the actual results of our operations or our financial
condition to differ from those expressed or implied in these forward-looking
statements include, but are not necessarily limited to, our ability to satisfy
our obligations under our contracts; the impact of customer claims and disputes;
compliance by our suppliers with the terms of our arrangements with them;
changes in consumer preferences for different packaging products; changes in
general economic conditions; the idling or loss of one or more of our
significant manufacturing facilities; our ability to finance any increase in our
net working capital in the event that our supply chain financing arrangements
end; the adoption of, or changes in, new accounting standards or
interpretations; changes in tax rates in any jurisdiction where we conduct
business; and other factors described elsewhere in this Annual Report or in our
other filings with the SEC.

Except to the extent required by the federal securities laws, we undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The foregoing review of
factors pursuant to the Private Securities Litigation Reform Act of 1995 should
not be construed as exhaustive or as any admission regarding the adequacy of our
disclosures. Certain risk factors are detailed from time to time in our various
public filings. You are advised, however, to consult any further disclosures we
make on related subjects in our filings with the SEC.

You can identify forward-looking statements by the fact that they do not relate
strictly to historic or current facts. Forward-looking statements use terms such
as "anticipates," "believes," "continues," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "will," "should," "seeks,"
"pro forma" or similar expressions in connection with any disclosure of future
operating or financial performance. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks described under "Risk Factors," that may cause our actual results of
operations, financial condition, levels of activity, performance or achievements
to be materially different from any future results of operations, financial
condition, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. You should not place undue reliance on these
forward-looking statements.

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