Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-22117 | |
Entity Registrant Name | SILGAN HOLDINGS INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1269834 | |
Entity Address, Address Line One | 4 Landmark Square | |
Entity Address, City or Town | Stamford, | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06901 | |
City Area Code | 203 | |
Local Phone Number | 975-7110 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SLGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 110,871,203 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000849869 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 614,846 | $ 203,824 | $ 141,400 |
Trade accounts receivable, net | 600,698 | 504,986 | 596,601 |
Inventories | 697,808 | 633,005 | 686,213 |
Prepaid expenses and other current assets | 68,993 | 64,993 | 70,622 |
Total current assets | 1,982,345 | 1,406,808 | 1,494,836 |
Property, plant and equipment, net | 1,553,867 | 1,570,331 | 1,511,718 |
Goodwill | 1,148,991 | 1,142,223 | 1,141,202 |
Other intangible assets, net | 356,542 | 354,615 | 374,809 |
Other assets, net | 486,793 | 457,082 | 402,008 |
Assets, Total | 5,528,538 | 4,931,059 | 4,924,573 |
Current liabilities: | |||
Revolving loans and current portion of long-term debt | 854,653 | 29,813 | 578,001 |
Trade accounts payable | 504,481 | 727,053 | 536,909 |
Accrued payroll and related costs | 66,772 | 66,866 | 61,874 |
Accrued liabilities | 217,928 | 194,797 | 122,001 |
Total current liabilities | 1,643,834 | 1,018,529 | 1,298,785 |
Long-term debt | 2,174,571 | 2,214,608 | 2,113,575 |
Deferred income taxes | 264,047 | 254,836 | 273,345 |
Other liabilities | 425,511 | 419,764 | 338,661 |
Stockholders’ equity: | |||
Common stock | 1,751 | 1,751 | 1,751 |
Paid-in capital | 292,283 | 289,422 | 276,435 |
Retained earnings | 2,184,691 | 2,141,302 | 2,031,487 |
Accumulated other comprehensive loss | (297,697) | (259,742) | (272,431) |
Treasury stock | (1,160,453) | (1,149,411) | (1,137,035) |
Total stockholders’ equity | 1,020,575 | 1,023,322 | 900,207 |
Liabilities and Equity, Total | $ 5,528,538 | $ 4,931,059 | $ 4,924,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net sales | $ 1,030,384 | $ 1,027,131 |
Cost of goods sold | 845,286 | 861,134 |
Gross profit | 185,098 | 165,997 |
Selling, general and administrative expenses | 89,863 | 77,662 |
Rationalization charges | 2,799 | 6,083 |
Other pension and postretirement income | (9,705) | (4,490) |
Income before interest and income taxes | 102,141 | 86,742 |
Interest and other debt expense before loss on early extinguishment of debt | 23,489 | 27,103 |
Loss on early extinguishment of debt | 1,481 | 0 |
Interest and other debt expense | 24,970 | 27,103 |
Income before income taxes | 77,171 | 59,639 |
Provision for income taxes | 19,571 | 12,897 |
Net income | $ 57,600 | $ 46,742 |
Earnings per share | ||
Basic net income per share (usd per share) | $ 0.52 | $ 0.42 |
Diluted net income per share (usd per share) | $ 0.52 | $ 0.42 |
Weighted average number of shares | ||
Basic (in shares) | 110,862 | 110,709 |
Effect of dilutive securities (in shares) | 570 | 883 |
Diluted (in shares) | 111,432 | 111,592 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 57,600 | $ 46,742 |
Other comprehensive income (loss), net of tax: | ||
Changes in net prior service credit and actuarial losses | 939 | 2,506 |
Change in fair value of derivatives | (2,455) | (887) |
Foreign currency translation | (36,439) | (5,242) |
Other comprehensive loss | (37,955) | (3,623) |
Comprehensive income | $ 19,645 | $ 43,119 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows provided by (used in) operating activities: | ||
Net income | $ 57,600 | $ 46,742 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 51,090 | 51,232 |
Rationalization charges | 2,799 | 6,083 |
Stock compensation expense | 4,483 | 3,909 |
Loss on early extinguishment of debt | 1,481 | 0 |
Other changes that provided (used) cash, net of effects from acquisition: | ||
Trade accounts receivable, net | (103,975) | (88,594) |
Inventories | (68,965) | (53,793) |
Trade accounts payable | (126,728) | (81,242) |
Accrued liabilities | 20,443 | (51,321) |
Other, net | (6,364) | 11,198 |
Net cash used in operating activities | (168,136) | (155,786) |
Cash flows provided by (used in) investing activities: | ||
Purchase of business, net of cash acquired | (39,828) | 0 |
Capital expenditures | (65,147) | (61,746) |
Other, net | 534 | 20 |
Net cash used in investing activities | (104,441) | (61,726) |
Cash flows provided by (used in) financing activities: | ||
Borrowings under revolving loans | 877,114 | 614,103 |
Repayments under revolving loans | (48,970) | (205,856) |
Proceeds from issuance of long-term debt | 739,661 | 0 |
Repayments of long-term debt | (766,170) | (8,161) |
Changes in outstanding checks - principally vendors | (79,006) | (83,670) |
Dividends paid on common stock | (13,771) | (14,161) |
Debt issuance costs | (7,544) | 0 |
Repurchase of common stock under stock plan | (12,664) | (15,046) |
Net cash provided by financing activities | 688,650 | 287,209 |
Effect of exchange rate changes on cash and cash equivalents | (5,051) | (1,116) |
Cash and cash equivalents: | ||
Net increase | 411,022 | 68,581 |
Balance at beginning of year | 203,824 | 72,819 |
Balance at end of period | 614,846 | 141,400 |
Interest paid, net | 23,518 | 39,969 |
Income taxes paid, net | $ 22,056 | $ 16,933 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning Balance at Dec. 31, 2018 | $ 1,751 | $ 276,062 | $ 1,997,785 | $ (268,808) | $ (1,125,525) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 110,430 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 46,742 | 46,742 | ||||
Other comprehensive (loss) income | $ (3,623) | (3,623) | ||||
Dividends declared on common stock | (12,447) | |||||
Dividends per share (usd per share) | $ 0.11 | |||||
Stock compensation expense | 3,909 | |||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 698 | |||||
Net issuance of treasury stock for vested restricted stock units | (3,536) | (11,510) | ||||
Adoption of accounting standards updates related to credit losses in 2020 and leases in 2019 | (593) | |||||
Repurchases of common stock | 0 | |||||
Repurchases of common stock, shares | 0 | |||||
Ending Balance at Mar. 31, 2019 | $ 900,207 | $ 1,751 | 276,435 | 2,031,487 | (272,431) | (1,137,035) |
Ending Balance (in shares) at Mar. 31, 2019 | 111,128 | |||||
Beginning Balance at Dec. 31, 2019 | 1,023,322 | $ 1,751 | 289,422 | 2,141,302 | (259,742) | (1,149,411) |
Beginning Balance (in shares) at Dec. 31, 2019 | 110,780 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 57,600 | 57,600 | ||||
Other comprehensive (loss) income | $ (37,955) | (37,955) | ||||
Dividends declared on common stock | (13,546) | |||||
Dividends per share (usd per share) | $ 0.12 | |||||
Stock compensation expense | 4,483 | |||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 313 | |||||
Net issuance of treasury stock for vested restricted stock units | (1,622) | (4,108) | ||||
Adoption of accounting standards updates related to credit losses in 2020 and leases in 2019 | (665) | |||||
Repurchases of common stock | (6,934) | |||||
Repurchases of common stock, shares | (259) | |||||
Ending Balance at Mar. 31, 2020 | $ 1,020,575 | $ 1,751 | $ 292,283 | $ 2,184,691 | $ (297,697) | $ (1,160,453) |
Ending Balance (in shares) at Mar. 31, 2020 | 110,834 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation . The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue | Revenue The following tables present our revenues disaggregated by reportable business segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by business segment for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Metal containers $ 508,519 $ 507,062 Closures 357,151 356,199 Plastic containers 164,714 163,870 $ 1,030,384 $ 1,027,131 Revenues by geography for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) North America $ 822,405 $ 810,741 Europe and other 207,979 216,390 $ 1,030,384 $ 1,027,131 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | AcquisitionOn February 4, 2020 we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer and seller of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. The purchase price for this acquisition of $39.8 million, net of cash acquired, was primarily funded with revolving loan borrowings under our amended and restated senior secured credit facility, or the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.4 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our closures business since the acquisition date and were not significant since such date. |
Rationalization Charges
Rationalization Charges | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Rationalization Charges | Rationalization Charges We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by business segment for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Metal containers $ 1,963 $ 222 Closures 742 5,660 Plastic containers 94 201 $ 2,799 $ 6,083 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2019 $ 42,815 $ 898 $ — $ 43,713 Charged to expense 1,362 1,242 195 2,799 Utilized and currency translation (2,122) (1,331) (195) (3,648) Balance at March 31, 2020 $ 42,055 $ 809 $ — $ 42,864 Rationalization reserves as of March 31, 2020 were recorded in our Condensed Consolidated Balance Sheets as accrued liabilities of $4.7 million and other liabilities of $38.2 million. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, announced in 2019, remaining expenses for our rationalization plans of $1.9 million are expected primarily through 2020 and remaining cash expenditures for our rationalization plans of $3.6 million are expected through 2023. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows: Unrecognized Net Change in Fair Foreign Total (Dollars in thousands) Balance at December 31, 2019 $ (139,102) $ (3,182) $ (117,458) $ (259,742) Other comprehensive loss before reclassifications (872) (2,844) (36,439) (40,155) Amounts reclassified from accumulated other comprehensive loss 1,811 389 — 2,200 Other comprehensive loss 939 (2,455) (36,439) (37,955) Balance at March 31, 2020 $ (138,163) $ (5,637) $ (153,897) $ (297,697) The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2020, were net (losses) of $(2.4) million, excluding an income tax benefit of $0.6 million. These net (losses) consisted of amortization of net actuarial (losses) of $(2.8) million and amortization of net prior service credit of $0.4 million, respectively. Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information. The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2020 were not significant. Other comprehensive loss before reclassifications related to foreign currency translation for the three months ended March 31, 2020, consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $(32.9) million, (ii) foreign currency (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature of $(3.0) million, and (iii) foreign currency (losses) related to our net investment hedges of $(0.7) million, excluding an income tax benefit of $0.2 million. See Note 8 for further discussion. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: March 31, 2020 March 31, 2019 Dec. 31, 2019 (Dollars in thousands) Raw materials $ 261,058 $ 244,859 $ 286,953 Work-in-process 148,034 135,685 134,417 Finished goods 432,085 418,702 355,337 Other 13,126 12,850 12,793 854,303 812,096 789,500 Adjustment to value inventory (156,495) (125,883) (156,495) $ 697,808 $ 686,213 $ 633,005 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: March 31, 2020 March 31, 2019 Dec. 31, 2019 (Dollars in thousands) Bank debt Bank revolving loans $ 827,000 $ 506,000 $ — U.S. term loans — 800,000 760,000 Canadian term loans — 15,825 4,703 Other foreign bank revolving and term loans 29,239 30,906 31,127 Total bank debt 856,239 1,352,731 795,830 5½% Senior Notes — 300,000 — 4¾% Senior Notes 300,000 300,000 300,000 3¼% Senior Notes 713,490 729,170 729,755 4⅛% Senior Notes 600,000 — 400,000 2¼% Senior Notes 548,839 — — Finance leases 32,582 22,167 33,288 Total debt - principal 3,051,150 2,704,068 2,258,873 Less unamortized debt issuance costs and debt discount 21,926 12,492 14,452 Total debt 3,029,224 2,691,576 2,244,421 Less current portion 854,653 578,001 29,813 $ 2,174,571 $ 2,113,575 $ 2,214,608 At March 31, 2020, the current portion of long-term debt consisted of $827.0 million of bank revolving loans under the Credit Agreement, $26.0 million of other foreign bank revolving and term loans and $1.7 million of finance leases. On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. A term loans under the Credit Agreement. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs. 2¼% S ENIOR N OTES The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including our 4¾% Senior Notes due 2025, or the 4¾% Notes, our 3¼% Senior Notes due 2025, or the 3¼% Notes, and the 4⅛% Notes, and ahead of our existing and future subordinated debt, if any. The 2¼% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan. The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes will be payable semi-annually in cash on January 15 and July 15 of each year, beginning on July 15, 2020. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes and the indenture for the 4⅛% Notes. The 2¼% Notes are redeemable, at our option, in whole or in part, at any time after March 1, 2023, initially at 101.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after March 1, 2025. In addition, prior to March 1, 2023, we may redeem up to 35 percent of the aggregate principal amount of the 2¼% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 2¼% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Financial Instruments The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2020: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 614,846 $ 614,846 Liabilities: Bank debt $ 856,239 $ 856,239 4¾% Notes 300,000 289,500 3¼% Notes 713,490 699,263 4⅛% Notes 599,009 553,500 2¼% Notes 548,839 489,015 Derivative instruments (accrued and other liabilities) 7,396 7,396 Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Financial Instruments Measured at Fair Value The financial assets and liabilities that were measured on a recurring basis at March 31, 2020 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2. Financial Instruments Not Measured at Fair Value Our bank debt, 4¾% Notes, 3¼% Notes, 4⅛% Notes and 2¼% Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4¾% Notes, 3¼% Notes, 4⅛% Notes and 2¼% Notes were estimated based on quoted market prices, a Level 1 input. Derivative Instruments and Hedging Activities Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk. Interest Rate Swap Agreements We have entered into two U.S. dollar interest rate swap agreements, each for $50.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations. These agreements have a fixed rate of 2.878 percent and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at March 31, 2020 was not significant. Natural Gas Swap Agreements We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2020 was not significant. Foreign Currency Exchange Rate Risk In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros and Canadian dollars. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations. We have designated the 3¼% Notes and the 2¼% Notes, which are Euro denominated, as net investment hedges. Foreign currency losses related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2020 were $(0.7) million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies A competition authority in Germany commenced an antitrust investigation in 2015 involving the industry association for metal packaging in Germany and its members, including our metal container and closures subsidiaries in Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal container and closures subsidiaries, which should effectively close out the investigation in Germany. Given the current stage of the investigation, we cannot reasonably assess what actions may result from these investigations or estimate what costs we may incur as a result thereof. We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition. |
Retirement Benefits
Retirement Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement Benefits The components of the net periodic pension benefit credit for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Service cost $ 3,486 $ 3,258 Interest cost 5,710 7,049 Expected return on plan assets (17,993) (15,113) Amortization of prior service cost 55 19 Amortization of actuarial losses 2,934 4,119 Net periodic benefit credit $ (5,808) $ (668) The components of the net periodic other postretirement benefit credit for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Service cost $ 23 $ 22 Interest cost 142 185 Amortization of prior service credit (483) (582) Amortization of actuarial gains (70) (167) Net periodic benefit credit $ (388) $ (542) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesSilgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. The Internal Revenue Service, or IRS, has completed its review of the 2018 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2019 and 2020 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing. |
Treasury Stock
Treasury Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021. During the three months ended March 31, 2020, we repurchased an aggregate of 259,461 shares of our common stock at an average price per share of $26.71, for a total purchase price of $6.9 million. At March 31, 2020, we had approximately $105.6 million remaining under this authorization for the repurchase of our common stock. During the first three months of 2020, we issued 514,053 treasury shares which had an average cost of $3.16 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, we repurchased 200,872 shares of our common stock at an average cost of $28.53 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units. We account for treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2020, 64,278,312 shares of our common stock were held in treasury. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationWe currently have one stock-based compensation plan in effect under which we have issued options and restricted stock units to our officers, other key employees and outside directors. During the first three months of 2020, 334,800 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $9.6 million, which is being amortized ratably over the respective vesting period from the grant date. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information Reportable business segment information for the three months ended March 31was as follows: Metal Closures Plastic Corporate Total (Dollars in thousands) Three Months Ended March 31, 2020 Net sales $ 508,519 $ 357,151 $ 164,714 $ — $ 1,030,384 Depreciation and amortization (1) 20,481 20,123 9,486 40 50,130 Rationalization charges 1,963 742 94 — 2,799 Segment income 47,479 45,229 22,047 (12,614) 102,141 Three Months Ended March 31, 2019 Net sales $ 507,062 $ 356,199 $ 163,870 $ — $ 1,027,131 Depreciation and amortization (1) 21,107 20,354 8,816 41 50,318 Rationalization charges 222 5,660 201 — 6,083 Segment income 38,897 40,256 12,066 (4,477) 86,742 _____________ (1) Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.0 million for the three months ended March 31, 2020 and debt issuance costs of $0.9 million for the three months ended March 31, 2019, respectively. Total segment income is reconciled to income before income taxes as follows: 2020 2019 (Dollars in thousands) Total segment income $ 102,141 $ 86,742 Interest and other debt expense 24,970 27,103 Income before income taxes $ 77,171 $ 59,639 Sales and segment income of our metal container business and part of our closures business are dependent, in part, upon fruit and vegetable harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual segment income during that quarter. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Securities and Assets Sale Agreement for the Acquisition of Albéa’s Dispensing Business As previously disclosed, on January 27, 2020, we, on behalf of ourself and certain of our subsidiaries, made a binding offer, or the Offer, to Twist Beauty Packaging S.A.S., or Albéa, on behalf of itself and certain of its subsidiaries, or the Sellers, to purchase all the outstanding securities of certain subsidiaries of the Sellers engaged in the dispensing business and certain assets related to the Sellers’ dispensing business in China, or collectively the Albéa Dispensing Business, for an aggregate cash purchase price of $900 million, subject to certain adjustments including for working capital, other current assets and current liabilities and net indebtedness, or the Acquisition. The Albéa Dispensing Business is a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of 10 plants across North America, Europe, South America and Asia. For the year ended December 31, 2019, the Albéa Dispensing Business reported net sales of approximately $395 million. In accordance with the terms of the Offer, following the conclusion of c onsultation and notification processes with applicable works’ councils and trade unions , on April 14, 2020, Albéa exercised the option contained in the Offer, and on April 21, 2020 we and certain of our subsidiaries and the Sellers executed the securities and assets sale agreement, or the SPA, substantially in the form attached to the Offer. We expect to fund the purchase price for the Acquisition using borrowings under an Incremental Term Loan Commitment Agreement entered into pursuant to the Credit Agreement, as further described below, together with cash on hand and borrowings of revolving loans under the Credit Agreement. The Acquisition is expected to close in the first half of 2020, subject to the satisfaction or waiver of certain closing conditions , including remaining antitrust clearances. The SPA provides that either we or the Sellers have the right to terminate the SPA in the event that the applicable antitrust clearances have not been obtained by October 27, 2020, or the Outside Date; provided, however, that we and the Sellers have the right to unilaterally postpone the Outside Date by up to three months after the Outside Date, or the Postponed Outside Date, in the event that applicable antitrust clearances have not yet been obtained by the Outside Date. The SPA further provides that if the applicable antitrust clearances have not been obtained by the Outside Date or the Postponed Outside Date, as the case may be, then we are required to pay a break fee of $25 million to the Sellers. In connection with the SPA, we and certain of our subsidiaries and the Sellers have also entered into an ancillary representations and warranties agreement containing customary representations and warranties made by the Sellers in respect of the Acquisition and will enter into other agreements at closing for the Acquisition, including a transition services agreement. Incremental Term Loan Commitment Agreement On April 17, 2020, we and certain of our subsidiaries entered into an Incremental Term Loan Commitment Agreement, or the Incremental Term Loan Commitment Agreement, with the Incremental Term A-1 Loan Lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent and an Incremental Term A-1 Loan Lender. The Incremental Term Loan Commitment Agreement was entered into pursuant to the Credit Agreement and provides for the Incremental Term A-1 Loan Lenders to lend to us, on a delayed draw basis and pursuant to the terms of the Incremental Term Loan Commitment Agreement and the Credit Agreement, $900 million of Incremental Term A-1 Loans to fund the purchase price for the Acquisition and related fees, costs and expenses. The Incremental Term A-1 Loans mature on May 30, 2024, the same maturity date for term loans under the Credit Agreement. The Incremental Term Loan Commitment Agreement provides that the Incremental Term A-1 Loans are repayable in installments of $90 million on each of December 31, 2021, 2022 and 2023, with the remaining outstanding principal balance to be repaid on May 30, 2024. The Incremental Term A-1 Loans will initially have an Applicable Margin (as defined in the Credit Agreement) of 1.75 percent per annum in the case of Eurodollar Rate Loans (as defined in the Credit Agreement) and 0.75 percent per annum in the case of Base Rate Loans (as defined in the Credit Agreement), in both cases until the delivery of our financial statements for the fiscal quarter ending June 30, 2020. The Applicable Margin will vary between 1.25 percent to 1.75 percent per annum for Eurodollar Rate Loans and between 0.25 percent to 0.75 percent per annum for Base Rate Loans, in both cases based on our Total Net Leverage Ratio (as defined in the Credit Agreement). The Incremental Term A-1 Loans will be guaranteed by the US Guarantors (as defined in the Credit Agreement) and secured on a pari passu basis by the same collateral that secures our outstanding loans under the Credit Agreement. Commencing on May 27, 2020, we will pay a ticking fee to the Administrative Agent, for the account of each Incremental Term A-1 Loan Lender, at a rate of 0.30 percent per annum on the unfunded Incremental Term A-1 Loans. The ticking fee will be payable in arrears and will end on the earlier to occur of the date at which (i) the Incremental Term A-1 Loans are drawn or (ii) the SPA expires or is terminated in accordance with its terms, as applicable. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation . The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | Revenues by business segment for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Metal containers $ 508,519 $ 507,062 Closures 357,151 356,199 Plastic containers 164,714 163,870 $ 1,030,384 $ 1,027,131 Revenues by geography for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) North America $ 822,405 $ 810,741 Europe and other 207,979 216,390 $ 1,030,384 $ 1,027,131 |
Rationalization Charges (Tables
Rationalization Charges (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Activity in Rationalization Plan Reserves | Rationalization charges by business segment for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Metal containers $ 1,963 $ 222 Closures 742 5,660 Plastic containers 94 201 $ 2,799 $ 6,083 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2019 $ 42,815 $ 898 $ — $ 43,713 Charged to expense 1,362 1,242 195 2,799 Utilized and currency translation (2,122) (1,331) (195) (3,648) Balance at March 31, 2020 $ 42,055 $ 809 $ — $ 42,864 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax | Amounts included in accumulated other comprehensive loss, net of tax, were as follows: Unrecognized Net Change in Fair Foreign Total (Dollars in thousands) Balance at December 31, 2019 $ (139,102) $ (3,182) $ (117,458) $ (259,742) Other comprehensive loss before reclassifications (872) (2,844) (36,439) (40,155) Amounts reclassified from accumulated other comprehensive loss 1,811 389 — 2,200 Other comprehensive loss 939 (2,455) (36,439) (37,955) Balance at March 31, 2020 $ (138,163) $ (5,637) $ (153,897) $ (297,697) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following: March 31, 2020 March 31, 2019 Dec. 31, 2019 (Dollars in thousands) Raw materials $ 261,058 $ 244,859 $ 286,953 Work-in-process 148,034 135,685 134,417 Finished goods 432,085 418,702 355,337 Other 13,126 12,850 12,793 854,303 812,096 789,500 Adjustment to value inventory (156,495) (125,883) (156,495) $ 697,808 $ 686,213 $ 633,005 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt consisted of the following: March 31, 2020 March 31, 2019 Dec. 31, 2019 (Dollars in thousands) Bank debt Bank revolving loans $ 827,000 $ 506,000 $ — U.S. term loans — 800,000 760,000 Canadian term loans — 15,825 4,703 Other foreign bank revolving and term loans 29,239 30,906 31,127 Total bank debt 856,239 1,352,731 795,830 5½% Senior Notes — 300,000 — 4¾% Senior Notes 300,000 300,000 300,000 3¼% Senior Notes 713,490 729,170 729,755 4⅛% Senior Notes 600,000 — 400,000 2¼% Senior Notes 548,839 — — Finance leases 32,582 22,167 33,288 Total debt - principal 3,051,150 2,704,068 2,258,873 Less unamortized debt issuance costs and debt discount 21,926 12,492 14,452 Total debt 3,029,224 2,691,576 2,244,421 Less current portion 854,653 578,001 29,813 $ 2,174,571 $ 2,113,575 $ 2,214,608 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Carrying Amounts and Estimated Fair Values of Other Financial Instruments | The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2020: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 614,846 $ 614,846 Liabilities: Bank debt $ 856,239 $ 856,239 4¾% Notes 300,000 289,500 3¼% Notes 713,490 699,263 4⅛% Notes 599,009 553,500 2¼% Notes 548,839 489,015 Derivative instruments (accrued and other liabilities) 7,396 7,396 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | The components of the net periodic pension benefit credit for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Service cost $ 3,486 $ 3,258 Interest cost 5,710 7,049 Expected return on plan assets (17,993) (15,113) Amortization of prior service cost 55 19 Amortization of actuarial losses 2,934 4,119 Net periodic benefit credit $ (5,808) $ (668) The components of the net periodic other postretirement benefit credit for the three months ended March 31 were as follows: 2020 2019 (Dollars in thousands) Service cost $ 23 $ 22 Interest cost 142 185 Amortization of prior service credit (483) (582) Amortization of actuarial gains (70) (167) Net periodic benefit credit $ (388) $ (542) |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Reportable Business Segment Information | Reportable business segment information for the three months ended March 31was as follows: Metal Closures Plastic Corporate Total (Dollars in thousands) Three Months Ended March 31, 2020 Net sales $ 508,519 $ 357,151 $ 164,714 $ — $ 1,030,384 Depreciation and amortization (1) 20,481 20,123 9,486 40 50,130 Rationalization charges 1,963 742 94 — 2,799 Segment income 47,479 45,229 22,047 (12,614) 102,141 Three Months Ended March 31, 2019 Net sales $ 507,062 $ 356,199 $ 163,870 $ — $ 1,027,131 Depreciation and amortization (1) 21,107 20,354 8,816 41 50,318 Rationalization charges 222 5,660 201 — 6,083 Segment income 38,897 40,256 12,066 (4,477) 86,742 _____________ (1) Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.0 million for the three months ended March 31, 2020 and debt issuance costs of $0.9 million for the three months ended March 31, 2019, respectively. |
Reconciliation of Segment Income from Operations to Income before Income Taxes | Total segment income is reconciled to income before income taxes as follows: 2020 2019 (Dollars in thousands) Total segment income $ 102,141 $ 86,742 Interest and other debt expense 24,970 27,103 Income before income taxes $ 77,171 $ 59,639 |
Significant Accounting Polici_3
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Retained earnings | $ 2,184,691 | $ 2,141,302 | $ 2,031,487 | |
Accounting Standards Update 2016 13 [Member] | ||||
Retained earnings | $ (700) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Net sales | $ 1,030,384 | $ 1,027,131 | |
Trade Accounts Receivable [Member] | Unbilled accounts receivable [Member] | |||
Contract assets | 68,900 | 75,300 | $ 71,100 |
North America [Member] | |||
Net sales | 822,405 | 810,741 | |
Europe and Other [Member] | |||
Net sales | 207,979 | 216,390 | |
Metal Containers [Member] | |||
Net sales | 508,519 | 507,062 | |
Closures [Member] | |||
Net sales | 357,151 | 356,199 | |
Plastic Containers [Member] | |||
Net sales | $ 164,714 | $ 163,870 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Purchase of business, net of cash acquired | $ 39,828 | $ 0 | ||
Goodwill | $ 1,148,991 | $ 1,141,202 | $ 1,142,223 | |
Cobra Plastics, Inc. Business Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase of business, net of cash acquired | $ 39,800 | |||
Goodwill | 18,400 | |||
Cobra Plastics, Inc. Business Acquisition [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 11,500 |
Rationalization Charges Rationa
Rationalization Charges Rationalization Charges by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Rationalization charges | $ 2,799 | $ 6,083 |
Metal Containers [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Rationalization charges | 1,963 | 222 |
Closures [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Rationalization charges | 742 | 5,660 |
Plastic Containers [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Rationalization charges | $ 94 | $ 201 |
Rationalization Charges Narrati
Rationalization Charges Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 42,864 | $ 43,713 |
Metal container plant closings [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | 809 | $ 898 |
Other Restructuring [Member] | Rationalization Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining expenses for this rationalization plan | 1,900 | |
Remaining cash expenditure for this rationalization plan | 3,600 | |
Annually over the next twenty years [Member] | Other Restructuring [Member] | Rationalization Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining cash expenditure for this rationalization plan | 3,100 | |
Annually over the next twenty years [Member] | Central States Pension Plan withdrawal [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining interest accretion expense for this rationalization plan | 1,100 | |
Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | 4,700 | |
Other Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 38,200 |
Rationalization Charges Activit
Rationalization Charges Activity in Rationalization Plan Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2019 | $ 43,713 | |
Charged to expense | 2,799 | $ 6,083 |
Utilized and currency translation | (3,648) | |
Balance at March 31, 2020 | 42,864 | |
Employee Severance and Benefits [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2019 | 42,815 | |
Charged to expense | 1,362 | |
Utilized and currency translation | (2,122) | |
Balance at March 31, 2020 | 42,055 | |
Plant Exit Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2019 | 898 | |
Charged to expense | 1,242 | |
Utilized and currency translation | (1,331) | |
Balance at March 31, 2020 | 809 | |
Non-Cash Asset Write-Down [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2019 | 0 | |
Charged to expense | 195 | |
Utilized and currency translation | (195) | |
Balance at March 31, 2020 | $ 0 |
Amounts Included in Accumulated
Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2019 | $ (259,742) | |
Other comprehensive loss before reclassifications | (40,155) | |
Amounts reclassified from accumulated other comprehensive loss | 2,200 | |
Other comprehensive loss | (37,955) | $ (3,623) |
Balance at March 31, 2020 | (297,697) | $ (272,431) |
Unrecognized Net Defined Benefit Plan Costs [Member] | ||
Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2019 | (139,102) | |
Other comprehensive loss before reclassifications | (872) | |
Amounts reclassified from accumulated other comprehensive loss | 1,811 | |
Other comprehensive loss | 939 | |
Balance at March 31, 2020 | (138,163) | |
Change in Fair Value of Derivatives [Member] | ||
Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2019 | (3,182) | |
Other comprehensive loss before reclassifications | (2,844) | |
Amounts reclassified from accumulated other comprehensive loss | 389 | |
Other comprehensive loss | (2,455) | |
Balance at March 31, 2020 | (5,637) | |
Foreign Currency Translation [Member] | ||
Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2019 | (117,458) | |
Other comprehensive loss before reclassifications | (36,439) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive loss | (36,439) | |
Balance at March 31, 2020 | $ (153,897) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During the Period Related to Translation of Foreign Subsidiaries Utilizing a Functional Currency Other Than the US Dollar | $ (36,439) | $ (5,242) |
Unrecognized Net Defined Benefit Plan Costs [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive (Loss) Reclassification Adjustment from AOCI, Pension and other Postretirement Benefit Plans, before tax | (2,400) | |
Benefit for Income Taxes | 600 | |
Amortization of net actuarial (losses), before tax | (2,800) | |
Net prior service credit arising during period, before tax | 400 | |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During the Period Related to Translation of Foreign Subsidiaries Utilizing a Functional Currency Other Than the US Dollar | (32,900) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period Related to Intra-Entity Transactions of a Long-Term Investment Nature, Net of Tax | (3,000) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Related to Net Investment Hedges, before Reclassification and Tax | (700) | |
Foreign currency translation, tax benefit (provision) related to net investment hedges | $ 200 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 261,058 | $ 286,953 | $ 244,859 |
Work-in-process | 148,034 | 134,417 | 135,685 |
Finished goods | 432,085 | 355,337 | 418,702 |
Other | 13,126 | 12,793 | 12,850 |
Inventory, Gross, Total | 854,303 | 789,500 | 812,096 |
Adjustment to value inventory at cost on the LIFO method | (156,495) | (156,495) | (125,883) |
Inventories | $ 697,808 | $ 633,005 | $ 686,213 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Feb. 26, 2020USD ($) | Feb. 26, 2020EUR (€) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Loss on early extinguishment of debt | $ 1,481,000 | $ 0 | |||
Total debt - principal | 3,051,150,000 | 2,704,068,000 | $ 2,258,873,000 | ||
Less unamortized debt issuance costs | 21,926,000 | 12,492,000 | 14,452,000 | ||
Debt long term and short term less unamortized debt issuance costs combined amount | 3,029,224,000 | 2,691,576,000 | 2,244,421,000 | ||
Less current portion | 854,653,000 | 578,001,000 | 29,813,000 | ||
Long-term debt | 2,174,571,000 | 2,113,575,000 | 2,214,608,000 | ||
Bank debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 856,239,000 | 1,352,731,000 | 795,830,000 | ||
Five and One Half Percent Senior Notes due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 0 | $ 300,000,000 | 0 | ||
Senior note interest rate (percent) | 5.50% | ||||
4 3/4% Senior Notes due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||
Senior note interest rate (percent) | 4.75% | 4.75% | 4.75% | ||
3 1/4% Senior Notes due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | $ 713,490,000 | $ 729,170,000 | $ 729,755,000 | ||
Senior note interest rate (percent) | 3.25% | 3.25% | 3.25% | ||
Four and One Eighth Percent Senior Notes Due 2028 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | $ 600,000,000 | $ 0 | $ 400,000,000 | ||
Senior note interest rate (percent) | 4.125% | 4.125% | |||
Debt Instrument, Face Amount | $ 200,000,000 | ||||
Two and One Quarter Percent Senior Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | $ 548,839,000 | ||||
Senior note interest rate (percent) | 2.25% | ||||
Finance leases [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | $ 32,582,000 | 22,167,000 | $ 33,288,000 | ||
Two and One Quarter Percent Senior Notes Due 2028 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | € | € 500,000,000 | ||||
Debt Instrument Offering Price Percentage | 100.00% | 100.00% | |||
Revolving Loan [Member] | Bank debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 827,000,000 | 506,000,000 | 0 | ||
Less current portion | 827,000,000 | ||||
U S Term Loans [Member] | Bank debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 0 | 800,000,000 | 760,000,000 | ||
Canadian Term Loans [Member] | Bank debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 0 | 15,825,000 | 4,703,000 | ||
Other Foreign Bank Revolving And Term Loans [Member] | Bank debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt - principal | 29,239,000 | $ 30,906,000 | $ 31,127,000 | ||
Less current portion | 26,000,000 | ||||
Finance leases [Member] | |||||
Debt Instrument [Line Items] | |||||
Less current portion | 1,700,000 | ||||
Senior Notes [Member] | Four and One Eighth Percent Senior Notes Due 2028 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Offering Price Percentage | 99.50% | 99.50% | |||
Term Loan [Member] | A-Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on early extinguishment of debt | $ 1,500,000 |
Long Term Debt - 2 1_4% Senior
Long Term Debt - 2 1/4% Senior Notes (Details) - Two and One Quarter Percent Senior Notes Due 2028 [Member] | Feb. 26, 2020 |
Debt Instrument Redemption Period - Post March 1 2023 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Redemption Price, Percentage, Initial | 101.125% |
Debt Instrument, Redemption Price, Percentage, Ending | 100.00% |
Debt Instrument, Redemption - Pre March 1 2023 [Member] | |
Debt Instrument [Line Items] | |
Maximum Redemption Percent Allowed And Limited To Proceeds From Equity Offering | 35.00% |
Debt Redemption, Price Percent Of Principal Amount, From the Proceeds of Certain Equity Offerings | 102.25% |
Debt Instrument, Redemption Price, Percentage | 100.00% |
Redemption Price Percent If Change in Control Occurs | 101.00% |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Derivative [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $ 3,051,150 | $ 2,258,873 | $ 2,704,068 |
USD Interest Rate Swap Contract One [Member] | |||
Derivative [Line Items] | |||
Fixed interest rate | 2.878% | ||
Derivative, Notional Amount (1) | $ 50,000 | ||
USD Interest Rate Swap Contract Two [Member] | |||
Derivative [Line Items] | |||
Fixed interest rate | 2.878% | ||
Derivative, Notional Amount (1) | $ 50,000 | ||
Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Cash and cash equivalents | 614,846 | ||
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Derivative [Line Items] | |||
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value | 7,396 | ||
Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Cash and cash equivalents | 614,846 | ||
Estimate of Fair Value, Fair Value Disclosure [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Derivative [Line Items] | |||
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value | 7,396 | ||
Bank debt [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 856,239 | ||
Bank debt [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 856,239 | ||
4 3/4% Senior Notes due 2025 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 300,000 | ||
4 3/4% Senior Notes due 2025 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 289,500 | ||
3 1/4% Senior Notes due 2025 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 713,490 | ||
3 1/4% Senior Notes due 2025 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 699,263 | ||
Four and One Eighth Percent Senior Notes Due 2028 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 599,009 | ||
Four and One Eighth Percent Senior Notes Due 2028 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 553,500 | ||
Two and One Quarter Percent Senior Notes Due 2028 | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | 548,839 | ||
Two and One Quarter Percent Senior Notes Due 2028 | Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Derivative [Line Items] | |||
Long-Term Debt | $ 489,015 | ||
3 1/4% Senior Notes due 2025 [Member] | |||
Derivative [Line Items] | |||
Senior note interest rate (percent) | 3.25% | 3.25% | 3.25% |
Debt, Long-term and Short-term, Combined Amount | $ 713,490 | $ 729,755 | $ 729,170 |
4 3/4% Senior Notes due 2025 [Member] | |||
Derivative [Line Items] | |||
Senior note interest rate (percent) | 4.75% | 4.75% | 4.75% |
Debt, Long-term and Short-term, Combined Amount | $ 300,000 | $ 300,000 | $ 300,000 |
Four and One Eighth Percent Senior Notes Due 2028 [Member] | |||
Derivative [Line Items] | |||
Senior note interest rate (percent) | 4.125% | 4.125% | |
Debt, Long-term and Short-term, Combined Amount | $ 600,000 | $ 400,000 | $ 0 |
Two and One Quarter Percent Senior Notes Due 2028 | |||
Derivative [Line Items] | |||
Senior note interest rate (percent) | 2.25% | ||
Debt, Long-term and Short-term, Combined Amount | $ 548,839 | ||
Accumulated Translation Adjustment [Member] | |||
Derivative [Line Items] | |||
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss | $ (700) |
Components of Net Periodic Bene
Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefit Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 3,486 | $ 3,258 |
Interest cost | 5,710 | 7,049 |
Expected return on plan assets | (17,993) | (15,113) |
Amortization of prior service cost (credit) | 55 | 19 |
Amortization of actuarial losses (gains) | 2,934 | 4,119 |
Net periodic benefit credit | (5,808) | (668) |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 23 | 22 |
Interest cost | 142 | 185 |
Amortization of prior service cost (credit) | (483) | (582) |
Amortization of actuarial losses (gains) | (70) | (167) |
Net periodic benefit credit | $ (388) | $ (542) |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Oct. 17, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||
Stock repurchase program, additional repurchase authorization | $ 300,000,000 | |
Treasury stock (shares) | 64,278,312 | |
2016 BOD Authorized Common Stock Repurchase [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Remaining authorized repurchase amount | $ 105,600,000 | |
2004 Amended and Restated Stock Incentive Plan | ||
Equity, Class of Treasury Stock [Line Items] | ||
Treasury shares issued for restricted stock units that vested during the period (shares) | 514,053 | |
Average cost of treasury shares that were issued for restricted stock units that vested during the period (usd per share) | $ 3.16 | |
Shares repurchased to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units (shares) | 200,872 | |
Average cost per share of treasury stock acquired (usd per share) | $ 28.53 | |
Non Tender Offer Repurchase [Member] | 2016 BOD Authorized Common Stock Repurchase [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Payments for Repurchase of Common Stock | $ 6,900,000 | |
Treasury Stock, Shares, Acquired (shares) | 259,461 | |
Average cost per share of treasury stock acquired (usd per share) | $ 26.71 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - Restricted stock units [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units granted (shares) | shares | 334,800 |
Fair value of restricted stock units granted | $ | $ 9.6 |
Reportable Business Segment Inf
Reportable Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,030,384 | $ 1,027,131 | |
Depreciation and amortization | [1] | 50,130 | 50,318 |
Rationalization charges | 2,799 | 6,083 | |
Segment Income | 102,141 | 86,742 | |
Amortization of debt discount and debt issuance costs excluded from depreciation and amortization | 1,000 | 900 | |
Metal Containers [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 508,519 | 507,062 | |
Depreciation and amortization | [1] | 20,481 | 21,107 |
Rationalization charges | 1,963 | 222 | |
Segment Income | 47,479 | 38,897 | |
Closures [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 357,151 | 356,199 | |
Depreciation and amortization | [1] | 20,123 | 20,354 |
Rationalization charges | 742 | 5,660 | |
Segment Income | 45,229 | 40,256 | |
Plastic Containers [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 164,714 | 163,870 | |
Depreciation and amortization | [1] | 9,486 | 8,816 |
Rationalization charges | 94 | 201 | |
Segment Income | 22,047 | 12,066 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | |
Depreciation and amortization | [1] | 40 | 41 |
Rationalization charges | 0 | 0 | |
Segment Income | $ (12,614) | $ (4,477) | |
[1] | Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.0 million for the three months ended March 31, 2020 and debt issuance costs of $0.9 million for the three months ended March 31, 2019, respectively. |
Reconciliation of Segment Incom
Reconciliation of Segment Income to Income before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Income before interest and income taxes | $ 102,141 | $ 86,742 |
Interest and other debt expense | 24,970 | 27,103 |
Income before income taxes | $ 77,171 | $ 59,639 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2020 | Apr. 17, 2020 | Feb. 26, 2020 | |
Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Annual Principal Payment | $ 90,000,000 | $ 90,000,000 | $ 90,000,000 | |||||
Albea [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 900,000,000 | |||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 395,000,000 | |||||||
Subsequent Event [Member] | Albea [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Break fee payable to seller if applicable antitrust clearances have not been obtained by the Outside Date or the Postponed Outside Date | $ 25,000,000 | |||||||
Four and One Eighth Percent Senior Notes Due 2028 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 200,000,000 | |||||||
Incremental Term A-1 Loans Maintained as Eurodollar Rate Loans [Member] | Eurodollar | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Incremental Term A-1 Loans Maintained as Eurodollar Rate Loans [Member] | Subsequent Periods, Minimum, Post to Delivery of June 30, 2020 Financial Statements [Member] | Eurodollar | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Incremental Term A-1 Loans Maintained as Eurodollar Rate Loans [Member] | Subsequent Periods, Maximum, Post to Delivery of June 30, 2020 Financial Statements [Member] | Eurodollar | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Incremental Term A-1 Loans Maintained as Base Rate Loans [Member] | Initial Period, Prior to Delivery of June 30, 2020 Financial Statements [Member] | Base Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Incremental Term A-1 Loans Maintained as Base Rate Loans [Member] | Subsequent Periods, Minimum, Post to Delivery of June 30, 2020 Financial Statements [Member] | Base Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Incremental Term A-1 Loans Maintained as Base Rate Loans [Member] | Subsequent Periods, Maximum, Post to Delivery of June 30, 2020 Financial Statements [Member] | Base Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
A-1 Term Loans [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 900,000,000 | |||||||
A-1 Term Loans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% |