Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.01 per share | |
Trading Symbol | SLGN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 110,079,007 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000849869 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 243,609 | $ 631,439 | $ 270,567 |
Trade accounts receivable, net | 1,124,051 | 711,332 | 1,033,680 |
Inventories | 851,070 | 798,837 | 762,182 |
Prepaid expenses and other current assets | 113,498 | 154,241 | 114,945 |
Total current assets | 2,332,228 | 2,295,849 | 2,181,374 |
Property, plant and equipment, net | 1,886,596 | 1,993,877 | 1,963,349 |
Goodwill | 1,914,894 | 2,038,408 | 2,039,033 |
Other intangible assets, net | 757,882 | 830,772 | 839,332 |
Other assets, net | 627,813 | 611,940 | 524,752 |
Assets, total | 7,519,413 | 7,770,846 | 7,547,840 |
Current liabilities: | |||
Revolving loans and current portion of long-term debt | 591,287 | 20,251 | 934,246 |
Trade accounts payable | 688,383 | 1,133,318 | 761,018 |
Accrued payroll and related costs | 110,358 | 109,279 | 110,452 |
Accrued liabilities | 291,384 | 245,674 | 235,372 |
Total current liabilities | 1,681,412 | 1,508,522 | 2,041,088 |
Long-term debt | 3,246,738 | 3,772,926 | 3,191,581 |
Deferred income taxes | 425,181 | 435,252 | 383,154 |
Other liabilities | 472,851 | 491,450 | 475,311 |
Stockholders’ equity: | |||
Common stock | 1,751 | 1,751 | 1,751 |
Paid-in capital | 335,924 | 325,448 | 320,132 |
Retained earnings | 2,954,292 | 2,691,745 | 2,622,401 |
Accumulated other comprehensive loss | (365,356) | (259,828) | (291,158) |
Treasury stock | (1,233,380) | (1,196,420) | (1,196,420) |
Total stockholders’ equity | 1,693,231 | 1,562,696 | 1,456,706 |
Liabilities and equity, total | $ 7,519,413 | $ 7,770,846 | $ 7,547,840 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,970,445 | $ 1,651,070 | $ 4,956,112 | $ 4,237,841 | |
Cost of goods sold | 1,662,680 | 1,402,836 | 4,140,968 | 3,533,257 | |
Gross profit | 307,765 | 248,234 | 815,144 | 704,584 | |
Selling, general and administrative expenses | 96,680 | 90,299 | 320,521 | 282,072 | |
Rationalization charges | 2,726 | 2,315 | 7,533 | 13,026 | |
Other pension and postretirement income | (11,051) | (12,297) | (33,729) | (37,934) | |
Income before interest and income taxes | 219,410 | 167,917 | 520,819 | [1] | 447,420 |
Interest and other debt expense before loss on early extinguishment of debt | 33,743 | 27,039 | 91,752 | 79,868 | |
Loss on early extinguishment of debt | 0 | 0 | 1,481 | 883 | |
Interest and other debt expense | 33,743 | 27,039 | 93,233 | 80,751 | |
Income before income taxes | 185,667 | 140,878 | 427,586 | 366,669 | |
Provision for income taxes | 46,964 | 34,586 | 111,333 | 92,620 | |
Net income | $ 138,703 | $ 106,292 | $ 316,253 | $ 274,049 | |
Earnings per share | |||||
Basic net income per share (usd per share) | $ 1.26 | $ 0.96 | $ 2.86 | $ 2.48 | |
Diluted net income per share (usd per share) | $ 1.25 | $ 0.96 | $ 2.85 | $ 2.47 | |
Weighted average number of shares | |||||
Basic (in shares) | 110,281 | 110,465 | 110,572 | 110,372 | |
Effect of dilutive securities (in shares) | 460 | 732 | 548 | 739 | |
Diluted (in shares) | 110,741 | 111,197 | 111,120 | 111,111 | |
[1]Corporate includes a charge of $25.2 million for the settlement with the European Commission for the nine months ended September 30, 2022. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 138,703 | $ 106,292 | $ 316,253 | $ 274,049 |
Other comprehensive income (loss), net of tax: | ||||
Changes in net prior service credit and actuarial losses | 693 | 2,156 | 1,731 | 5,910 |
Change in fair value of derivatives | 421 | 1,071 | 2,698 | 2,540 |
Foreign currency translation | (58,254) | (30,952) | (109,957) | (38,655) |
Other comprehensive loss | (57,140) | (27,725) | (105,528) | (30,205) |
Comprehensive income | $ 81,563 | $ 78,567 | $ 210,725 | $ 243,844 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows provided by (used in) operating activities: | ||
Net income | $ 316,253 | $ 274,049 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 201,912 | 185,968 |
Rationalization charges | 7,533 | 13,026 |
Stock compensation expense | 12,917 | 15,605 |
Loss on early extinguishment of debt | 1,481 | 883 |
Other changes that provided (used) cash, net of effects from acquisitions: | ||
Trade accounts receivable, net | (459,131) | (415,331) |
Inventories | (92,181) | (78,738) |
Trade accounts payable | (165,717) | 62,303 |
Accrued liabilities | 64,458 | (33,488) |
Other, net | (5,047) | (30,055) |
Net cash used in operating activities | (117,522) | (5,778) |
Cash flows provided by (used in) investing activities: | ||
Purchase of businesses, net of cash acquired | (1,333) | (718,430) |
Capital expenditures | (162,271) | (172,994) |
Other, net | 1,993 | 2,234 |
Net cash used in investing activities | (161,611) | (889,190) |
Cash flows provided by (used in) financing activities: | ||
Borrowings under revolving loans | 813,628 | 1,155,199 |
Repayments under revolving loans | (290,327) | (248,310) |
Proceeds from issuance of long-term debt | 6,042 | 499,725 |
Repayments of long-term debt | (300,314) | (500,000) |
Changes in outstanding checks - principally vendors | (225,863) | (84,216) |
Dividends paid on common stock | (54,325) | (47,030) |
Debt issuance costs | 0 | (4,909) |
Repurchase of common stock | (39,402) | (8,573) |
Net cash (used in) provided by financing activities | (90,561) | 761,886 |
Effect of exchange rate changes on cash and cash equivalents | (18,136) | (5,832) |
Cash and cash equivalents: | ||
Net decrease | (387,830) | (138,914) |
Balance at beginning of year | 631,439 | 409,481 |
Balance at end of period | 243,609 | 270,567 |
Interest paid, net | 91,037 | 79,107 |
Income taxes paid, net | $ 66,959 | $ 79,812 |
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, 2020 | $ 1,751 | $ 306,363 | $ 2,395,395 | $ (260,953) | $ (1,189,683) | |
Beginning balance (in shares) at Dec. 31, 2020 | 110,057 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 353 | |||||
Repurchase of common stock (in shares) | 0 | |||||
Stock compensation expense | 15,605 | |||||
Net issuance of treasury stock for vested restricted stock units | (1,836) | (6,737) | ||||
Net income | $ 274,049 | 274,049 | ||||
Dividends declared on common stock | (47,043) | |||||
Other comprehensive loss | (30,205) | |||||
Repurchases of common stock | 0 | |||||
Ending balance at Sep. 30, 2021 | $ 1,456,706 | $ 1,751 | 320,132 | 2,622,401 | (291,158) | (1,196,420) |
Ending balance (in shares) at Sep. 30, 2021 | 110,410 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.42 | |||||
Beginning balance at Jun. 30, 2021 | $ 1,751 | 314,873 | 2,531,783 | (263,433) | (1,196,394) | |
Beginning balance (in shares) at Jun. 30, 2021 | 110,408 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 2 | |||||
Repurchase of common stock (in shares) | 0 | |||||
Stock compensation expense | 5,268 | |||||
Net issuance of treasury stock for vested restricted stock units | (9) | (26) | ||||
Net income | $ 106,292 | 106,292 | ||||
Dividends declared on common stock | (15,674) | |||||
Other comprehensive loss | (27,725) | |||||
Repurchases of common stock | 0 | |||||
Ending balance at Sep. 30, 2021 | $ 1,456,706 | $ 1,751 | 320,132 | 2,622,401 | (291,158) | (1,196,420) |
Ending balance (in shares) at Sep. 30, 2021 | 110,410 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.14 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,562,696 | $ 1,751 | 325,448 | 2,691,745 | (259,828) | (1,196,420) |
Beginning balance (in shares) at Dec. 31, 2021 | 110,410 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 455 | |||||
Repurchase of common stock (in shares) | (650) | |||||
Stock compensation expense | 12,917 | |||||
Net issuance of treasury stock for vested restricted stock units | (2,441) | (10,593) | ||||
Net income | 316,253 | 316,253 | ||||
Dividends declared on common stock | (53,706) | |||||
Other comprehensive loss | (105,528) | |||||
Repurchases of common stock | (26,367) | |||||
Ending balance at Sep. 30, 2022 | $ 1,693,231 | $ 1,751 | 335,924 | 2,954,292 | (365,356) | (1,233,380) |
Ending balance (in shares) at Sep. 30, 2022 | 110,215 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.48 | |||||
Beginning balance at Jun. 30, 2022 | $ 1,751 | 331,877 | 2,833,431 | (308,216) | (1,233,380) | |
Beginning balance (in shares) at Jun. 30, 2022 | 110,215 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 0 | |||||
Repurchase of common stock (in shares) | 0 | |||||
Stock compensation expense | 4,047 | |||||
Net issuance of treasury stock for vested restricted stock units | 0 | 0 | ||||
Net income | $ 138,703 | 138,703 | ||||
Dividends declared on common stock | (17,842) | |||||
Other comprehensive loss | (57,140) | |||||
Repurchases of common stock | 0 | |||||
Ending balance at Sep. 30, 2022 | $ 1,693,231 | $ 1,751 | $ 335,924 | $ 2,954,292 | $ (365,356) | $ (1,233,380) |
Ending balance (in shares) at Sep. 30, 2022 | 110,215 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.16 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 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, 2021. Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2022 assessment performed during the third quarter. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue | Revenue The following tables present our revenues disaggregated by reportable 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 segment were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Dispensing and Specialty Closures $ 575,530 $ 533,329 $ 1,775,888 $ 1,588,449 Metal Containers 1,212,034 942,125 2,617,156 2,120,740 Custom Containers 182,881 175,616 563,068 528,652 $ 1,970,445 $ 1,651,070 $ 4,956,112 $ 4,237,841 Revenues by geography were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) North America $ 1,592,775 $ 1,274,025 $ 3,833,613 $ 3,140,924 Europe and other 377,670 377,045 1,122,499 1,096,917 $ 1,970,445 $ 1,651,070 $ 4,956,112 $ 4,237,841 |
Rationalization Charges
Rationalization Charges | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Rationalization Charges | Rationalization Charges We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Dispensing and Specialty Closures $ 346 $ 406 $ 346 $ 5,704 Metal Containers 2,480 1,822 7,182 7,068 Custom Containers (100) 87 5 254 $ 2,726 $ 2,315 $ 7,533 $ 13,026 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2021 $ 41,090 $ 157 $ — $ 41,247 Charged to expense 5,324 348 1,861 7,533 Utilized and currency translation (5,908) (378) (1,861) (8,147) Balance at September 30, 2022 $ 40,506 $ 127 $ — $ 40,633 Non-cash asset write-downs were the result of comparing the carrying value of certain production related assets to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement). Rationalization reserves as of September 30, 2022 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $4.4 million and other liabilities of $36.2 million. Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $3.1 million and $6.0 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.9 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 $ (119,474) $ (2,327) $ (138,027) $ (259,828) Other comprehensive loss before reclassifications — 3,135 (109,957) (106,822) Amounts reclassified from accumulated other comprehensive loss 1,731 (437) — 1,294 Other comprehensive loss 1,731 2,698 (109,957) (105,528) Balance at September 30, 2022 $ (117,743) $ 371 $ (247,984) $ (365,356) The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2022 were net (losses) of $(0.9) million and $(2.4) million, respectively, excluding income tax benefits of $0.3 million and $0.7 million, respectively. For the three and nine months ended September 30, 2022, these net (losses) consisted of amortization of net actuarial (losses) of $(1.3) million and $(3.5) million and amortization of net prior service credit of $0.4 million and $1.1 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 9 for further information. The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2022 were not significant. Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2022 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 $(82.5) million and $(168.1) million, respectively, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $1.2 million and $3.1 million, respectively, and (iii) foreign currency gains related to our net investment hedges of $30.2 million and $72.2 million, respectively, excluding income tax (provisions) of $(7.1) million and $(17.1) million, respectively. See Note 7 for further discussion. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: Sept. 30, 2022 Sept. 30, 2021 Dec. 31, 2021 (Dollars in thousands) Raw materials $ 452,307 $ 333,202 $ 394,102 Work-in-process 231,036 152,429 157,406 Finished goods 542,044 370,134 394,378 Other 16,857 16,005 15,731 1,242,244 871,770 961,617 Adjustment to value inventory at cost on the LIFO method (391,174) (109,588) (162,780) $ 851,070 $ 762,182 $ 798,837 During the nine months ended September 30, 2022, we implemented an inventory management program which resulted in permanent reductions of inventories valued under the last-in, first-out basis. This resulted in liquidations of inventory layers carried at costs prevailing in prior years and thereby decreased cost of goods sold by $26.2 million and $33.5 million for the three and nine months ended September 20, 2022, respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: Sept. 30, 2022 Sept. 30, 2021 Dec. 31, 2021 (Dollars in thousands) Bank debt Bank revolving loans $ 497,000 $ 910,000 $ — U.S. term loans 1,000,000 400,000 1,000,000 Other foreign bank revolving and term loans 66,649 36,003 38,862 Total bank debt 1,563,649 1,346,003 1,038,862 4¾% Senior Notes — 300,000 300,000 3¼% Senior Notes 636,740 753,285 739,180 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 489,800 579,450 568,600 1.4% Senior Secured Notes 500,000 500,000 500,000 Finance leases 66,109 69,061 68,730 Total debt - principal 3,856,298 4,147,799 3,815,372 Less unamortized debt issuance costs and debt discount 18,273 21,972 22,195 Total debt 3,838,025 4,125,827 3,793,177 Less current portion 591,287 934,246 20,251 $ 3,246,738 $ 3,191,581 $ 3,772,926 At September 30, 2022, the current portion of long-term debt consisted of $497.0 million of bank revolving loans and $50.0 million of U.S. term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $41.6 million of other foreign bank revolving and term loans and $2.7 million of finance leases. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 243,609 $ 243,609 Liabilities: Bank debt $ 1,563,649 $ 1,563,649 3¼% Senior Notes 636,740 601,083 4⅛% Senior Notes 599,287 532,200 2¼% Senior Notes 489,800 394,632 1.4% Senior Secured Notes 499,811 427,000 Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Financial Instruments Measured at Fair Value The financial assets and liabilities that were measured on a recurring basis at September 30, 2022 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, 3¼% Senior Notes, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4% Senior Secured 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 3¼% Senior Notes, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4% Senior Secured 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 also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. Interest Rate Swap Agreements We have entered into two U.S. dollar interest rate swap agreements, each for $50.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations. These agreements have a fixed rate of 2.878 percent and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and nine months ended September 30, 2022. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at September 30, 2022 was not significant. Natural Gas Swap Agreements We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and nine months ended September 30, 2022. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at September 30, 2022 was not significant. Foreign Currency Exchange Rate Risk In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros. 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, including net investment hedges related to the 3¼% Senior Notes which are Euro denominated. Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2022 were $30.2 million and $72.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On July 12, 2022, we concluded a settlement with the European Commission to end a long-running investigation of our metal packaging operations in Europe. This investigation was started in 2015 by the German antitrust authority and was transferred in 2018 to the European Commission. With the settlement, the European Commission closed its investigation and we paid a fine of €23.9 million in October 2022, although we do not fully concur with the facts and legal qualifications put forth by the European Commission. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement Benefits The components of the net periodic pension benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Service cost $ 2,937 $ 3,177 $ 9,507 $ 10,754 Interest cost 5,131 4,579 15,430 13,288 Expected return on plan assets (17,220) (19,892) (51,849) (59,590) Amortization of prior service cost 62 67 170 183 Amortization of actuarial losses 1,370 3,464 3,682 9,518 Net periodic benefit credit $ (7,720) $ (8,605) $ (23,060) $ (25,847) The components of the net periodic other postretirement benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Service cost $ 5 $ 25 $ 56 $ 81 Interest cost 96 82 314 272 Amortization of prior service credit (415) (460) (1,247) (1,373) Amortization of actuarial gains (75) (137) (229) (232) Net periodic benefit credit $ (389) $ (490) $ (1,106) $ (1,252) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
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 2020 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2021 and 2022 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock On March 4, 2022, 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, 2026. During the nine months ended September 30, 2022, we repurchased an aggregate of 649,727 shares of our common stock at an average price per share of $40.56, for a total purchase price of $26.4 million. At September 30, 2022, we had approximately $273.6 million remaining under this authorization for the repurchase of our common stock. During the first nine months of 2022, we issued 765,917 treasury shares which had an average cost of $3.19 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, we repurchased 310,904 shares of our common stock at an average cost of $41.92 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units. We account for treasury shares using the first-in, first-out (FIFO) cost method. As of September 30, 2022, 64,896,981 shares of our common stock were held in treasury. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [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 nine months of 2022, 429,731 restricted stock units were granted to certain of our officers, other key employees and outside directors. The fair value of these restricted stock units at the grant date was $17.9 million, which is being amortized ratably over the respective vesting period from the grant date. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable segment information was as follows: Dispensing and Specialty Closures Metal Custom Corporate Total (Dollars in thousands) Three Months Ended September 30, 2022 Net sales $ 575,530 $ 1,212,034 $ 182,881 $ — $ 1,970,445 Depreciation and amortization (1) 36,056 17,811 9,882 39 63,788 Rationalization charges 346 2,480 (100) — 2,726 Segment income 79,163 121,267 24,262 (5,282) 219,410 Three Months Ended September 30, 2021 Net sales $ 533,329 $ 942,125 $ 175,616 $ — $ 1,651,070 Depreciation and amortization (1) 30,830 21,231 10,072 38 62,171 Rationalization charges 406 1,822 87 — 2,315 Segment income 60,090 94,271 22,704 (9,148) 167,917 Nine Months Ended September 30, 2022 Net sales $ 1,775,888 $ 2,617,156 $ 563,068 $ — $ 4,956,112 Depreciation and amortization (1) 109,216 58,749 29,699 120 197,784 Rationalization charges 346 7,182 5 — 7,533 Segment income (2) 257,825 225,634 79,846 (42,486) 520,819 Nine Months Ended September 30, 2021 Net sales $ 1,588,449 $ 2,120,740 $ 528,652 $ — $ 4,237,841 Depreciation and amortization (1) 88,821 63,809 29,077 119 181,826 Rationalization charges 5,704 7,068 254 — 13,026 Segment income 199,571 198,520 74,434 (25,105) 447,420 _____________ (1) Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.3 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively, and $4.1 million for each of the nine months ended September 30, 2022 and 2021. (2) Corporate includes a charge of $25.2 million for the settlement with the European Commission for the nine months ended September 30, 2022. Total segment income is reconciled to income before income taxes as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Total segment income $ 219,410 $ 167,917 $ 520,819 $ 447,420 Interest and other debt expense 33,743 27,039 93,233 80,751 Income before income taxes $ 185,667 $ 140,878 $ 427,586 $ 366,669 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 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, 2021. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | Revenues by segment were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Dispensing and Specialty Closures $ 575,530 $ 533,329 $ 1,775,888 $ 1,588,449 Metal Containers 1,212,034 942,125 2,617,156 2,120,740 Custom Containers 182,881 175,616 563,068 528,652 $ 1,970,445 $ 1,651,070 $ 4,956,112 $ 4,237,841 Revenues by geography were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) North America $ 1,592,775 $ 1,274,025 $ 3,833,613 $ 3,140,924 Europe and other 377,670 377,045 1,122,499 1,096,917 $ 1,970,445 $ 1,651,070 $ 4,956,112 $ 4,237,841 |
Rationalization Charges (Tables
Rationalization Charges (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Activity in Rationalization Plan Reserves | Rationalization charges by segment were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Dispensing and Specialty Closures $ 346 $ 406 $ 346 $ 5,704 Metal Containers 2,480 1,822 7,182 7,068 Custom Containers (100) 87 5 254 $ 2,726 $ 2,315 $ 7,533 $ 13,026 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2021 $ 41,090 $ 157 $ — $ 41,247 Charged to expense 5,324 348 1,861 7,533 Utilized and currency translation (5,908) (378) (1,861) (8,147) Balance at September 30, 2022 $ 40,506 $ 127 $ — $ 40,633 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 $ (119,474) $ (2,327) $ (138,027) $ (259,828) Other comprehensive loss before reclassifications — 3,135 (109,957) (106,822) Amounts reclassified from accumulated other comprehensive loss 1,731 (437) — 1,294 Other comprehensive loss 1,731 2,698 (109,957) (105,528) Balance at September 30, 2022 $ (117,743) $ 371 $ (247,984) $ (365,356) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following: Sept. 30, 2022 Sept. 30, 2021 Dec. 31, 2021 (Dollars in thousands) Raw materials $ 452,307 $ 333,202 $ 394,102 Work-in-process 231,036 152,429 157,406 Finished goods 542,044 370,134 394,378 Other 16,857 16,005 15,731 1,242,244 871,770 961,617 Adjustment to value inventory at cost on the LIFO method (391,174) (109,588) (162,780) $ 851,070 $ 762,182 $ 798,837 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt consisted of the following: Sept. 30, 2022 Sept. 30, 2021 Dec. 31, 2021 (Dollars in thousands) Bank debt Bank revolving loans $ 497,000 $ 910,000 $ — U.S. term loans 1,000,000 400,000 1,000,000 Other foreign bank revolving and term loans 66,649 36,003 38,862 Total bank debt 1,563,649 1,346,003 1,038,862 4¾% Senior Notes — 300,000 300,000 3¼% Senior Notes 636,740 753,285 739,180 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 489,800 579,450 568,600 1.4% Senior Secured Notes 500,000 500,000 500,000 Finance leases 66,109 69,061 68,730 Total debt - principal 3,856,298 4,147,799 3,815,372 Less unamortized debt issuance costs and debt discount 18,273 21,972 22,195 Total debt 3,838,025 4,125,827 3,793,177 Less current portion 591,287 934,246 20,251 $ 3,246,738 $ 3,191,581 $ 3,772,926 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 243,609 $ 243,609 Liabilities: Bank debt $ 1,563,649 $ 1,563,649 3¼% Senior Notes 636,740 601,083 4⅛% Senior Notes 599,287 532,200 2¼% Senior Notes 489,800 394,632 1.4% Senior Secured Notes 499,811 427,000 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | The components of the net periodic pension benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Service cost $ 2,937 $ 3,177 $ 9,507 $ 10,754 Interest cost 5,131 4,579 15,430 13,288 Expected return on plan assets (17,220) (19,892) (51,849) (59,590) Amortization of prior service cost 62 67 170 183 Amortization of actuarial losses 1,370 3,464 3,682 9,518 Net periodic benefit credit $ (7,720) $ (8,605) $ (23,060) $ (25,847) The components of the net periodic other postretirement benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Service cost $ 5 $ 25 $ 56 $ 81 Interest cost 96 82 314 272 Amortization of prior service credit (415) (460) (1,247) (1,373) Amortization of actuarial gains (75) (137) (229) (232) Net periodic benefit credit $ (389) $ (490) $ (1,106) $ (1,252) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Reportable Operating Segment Information | Reportable segment information was as follows: Dispensing and Specialty Closures Metal Custom Corporate Total (Dollars in thousands) Three Months Ended September 30, 2022 Net sales $ 575,530 $ 1,212,034 $ 182,881 $ — $ 1,970,445 Depreciation and amortization (1) 36,056 17,811 9,882 39 63,788 Rationalization charges 346 2,480 (100) — 2,726 Segment income 79,163 121,267 24,262 (5,282) 219,410 Three Months Ended September 30, 2021 Net sales $ 533,329 $ 942,125 $ 175,616 $ — $ 1,651,070 Depreciation and amortization (1) 30,830 21,231 10,072 38 62,171 Rationalization charges 406 1,822 87 — 2,315 Segment income 60,090 94,271 22,704 (9,148) 167,917 Nine Months Ended September 30, 2022 Net sales $ 1,775,888 $ 2,617,156 $ 563,068 $ — $ 4,956,112 Depreciation and amortization (1) 109,216 58,749 29,699 120 197,784 Rationalization charges 346 7,182 5 — 7,533 Segment income (2) 257,825 225,634 79,846 (42,486) 520,819 Nine Months Ended September 30, 2021 Net sales $ 1,588,449 $ 2,120,740 $ 528,652 $ — $ 4,237,841 Depreciation and amortization (1) 88,821 63,809 29,077 119 181,826 Rationalization charges 5,704 7,068 254 — 13,026 Segment income 199,571 198,520 74,434 (25,105) 447,420 _____________ (1) Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.3 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively, and $4.1 million for each of the nine months ended September 30, 2022 and 2021. (2) Corporate includes a charge of $25.2 million for the settlement with the European Commission for the nine months ended September 30, 2022. |
Reconciliation of Segment Income from Operations to Income before Income Taxes | Total segment income is reconciled to income before income taxes as follows: Three Months Ended Nine Months Ended Sept. 30, 2022 Sept. 30, 2021 Sept. 30, 2022 Sept. 30, 2021 (Dollars in thousands) Total segment income $ 219,410 $ 167,917 $ 520,819 $ 447,420 Interest and other debt expense 33,743 27,039 93,233 80,751 Income before income taxes $ 185,667 $ 140,878 $ 427,586 $ 366,669 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,970,445 | $ 1,651,070 | $ 4,956,112 | $ 4,237,841 | |
Trade Accounts Receivable | Unbilled Accounts Receivable | |||||
Segment Reporting Information [Line Items] | |||||
Contract assets | 113,300 | 94,600 | 113,300 | 94,600 | $ 78,200 |
North America | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,592,775 | 1,274,025 | 3,833,613 | 3,140,924 | |
Europe and other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 377,670 | 377,045 | 1,122,499 | 1,096,917 | |
Dispensing and Specialty Closures | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 575,530 | 533,329 | 1,775,888 | 1,588,449 | |
Metal Containers | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,212,034 | 942,125 | 2,617,156 | 2,120,740 | |
Custom Containers | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 182,881 | $ 175,616 | $ 563,068 | $ 528,652 |
Rationalization Charges - Ratio
Rationalization Charges - Rationalization Charges by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | $ 2,726 | $ 2,315 | $ 7,533 | $ 13,026 |
Dispensing and Specialty Closures | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | 346 | 406 | 346 | 5,704 |
Metal Containers | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | 2,480 | 1,822 | 7,182 | 7,068 |
Custom Containers | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | $ (100) | $ 87 | $ 5 | $ 254 |
Rationalization Charges - Activ
Rationalization Charges - Activity in Rationalization Plan Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2021 | $ 41,247 | |||
Charged to expense | $ 2,726 | $ 2,315 | 7,533 | $ 13,026 |
Utilized and currency translation | (8,147) | |||
Balance at September 30, 2022 | 40,633 | 40,633 | ||
Employee Severance and Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2021 | 41,090 | |||
Charged to expense | 5,324 | |||
Utilized and currency translation | (5,908) | |||
Balance at September 30, 2022 | 40,506 | 40,506 | ||
Plant Exit Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2021 | 157 | |||
Charged to expense | 348 | |||
Utilized and currency translation | (378) | |||
Balance at September 30, 2022 | 127 | 127 | ||
Non-Cash Asset Write-Down | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2021 | 0 | |||
Charged to expense | 1,861 | |||
Utilized and currency translation | (1,861) | |||
Balance at September 30, 2022 | $ 0 | $ 0 |
Rationalization Charges - Narra
Rationalization Charges - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 40,633 | $ 41,247 |
Other Restructuring | Rationalization Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining expenses | 3,100 | |
Remaining cash expenditures | 6,000 | |
Annually Through 2040 | Central States Pension Plan withdrawal | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining cash expenditures | 3,100 | |
Accretion expense | 900 | |
Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | 4,400 | |
Other Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 36,200 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ 1,562,696 | |||
Other comprehensive loss before reclassifications | (106,822) | |||
Amounts reclassified from accumulated other comprehensive loss | 1,294 | |||
Other comprehensive loss | $ (57,140) | $ (27,725) | (105,528) | $ (30,205) |
Ending balance | 1,693,231 | 1,456,706 | 1,693,231 | 1,456,706 |
Accumulated other comprehensive loss | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (308,216) | (263,433) | (259,828) | (260,953) |
Ending balance | (365,356) | $ (291,158) | (365,356) | $ (291,158) |
Unrecognized Net Defined Benefit Plan Costs | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (119,474) | |||
Other comprehensive loss before reclassifications | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 1,731 | |||
Other comprehensive loss | 1,731 | |||
Ending balance | (117,743) | (117,743) | ||
Change in Fair Value of Derivatives | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (2,327) | |||
Other comprehensive loss before reclassifications | 3,135 | |||
Amounts reclassified from accumulated other comprehensive loss | (437) | |||
Other comprehensive loss | 2,698 | |||
Ending balance | 371 | 371 | ||
Foreign Currency Translation | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (138,027) | |||
Other comprehensive loss before reclassifications | (109,957) | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive loss | (109,957) | |||
Ending balance | $ (247,984) | $ (247,984) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Unrecognized Net Defined Benefit Plan Costs | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive (loss) reclassification adjustment from AOCI | $ (0.9) | $ (2.4) |
Benefit for income taxes | 0.3 | 0.7 |
Amortization of net actuarial (losses), before tax | (1.3) | (3.5) |
Net prior service credit arising during period, before tax | 0.4 | 1.1 |
Accumulated Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency gains (losses) | (82.5) | (168.1) |
Foreign currency transaction and translation gain (loss) arising during period related to intra-entity transactions of a long-term investment nature, net of tax | 1.2 | 3.1 |
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss | 30.2 | 72.2 |
Foreign currency translation, tax benefit (provision) related to net investment hedges | $ (7.1) | $ (17.1) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 452,307 | $ 394,102 | $ 333,202 |
Work-in-process | 231,036 | 157,406 | 152,429 |
Finished goods | 542,044 | 394,378 | 370,134 |
Other | 16,857 | 15,731 | 16,005 |
Inventories, gross | 1,242,244 | 961,617 | 871,770 |
Adjustment to value inventory at cost on the LIFO method | (391,174) | (162,780) | (109,588) |
Inventories | $ 851,070 | $ 798,837 | $ 762,182 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Cost of Goods Sold | ||
Inventory [Line Items] | ||
Effect of LIFO inventory liquidation on cost of goods sold | $ 26.2 | $ 33.5 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | |||
Total debt - principal | $ 3,856,298 | $ 3,815,372 | $ 4,147,799 |
Less unamortized debt issuance costs and debt discount | 18,273 | 22,195 | 21,972 |
Debt long term and short term less unamortized debt issuance costs and debt discount | 3,838,025 | 3,793,177 | 4,125,827 |
Less current portion | 591,287 | 20,251 | 934,246 |
Long-term debt | 3,246,738 | 3,772,926 | 3,191,581 |
Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 1,563,649 | 1,038,862 | 1,346,003 |
Finance Leases | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 66,109 | 68,730 | 69,061 |
Bank Revolving Loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 497,000 | 0 | 910,000 |
Less current portion | 497,000 | ||
U S Term Loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 1,000,000 | 1,000,000 | 400,000 |
Less current portion | 50,000 | ||
Other Foreign Bank Revolving and Term Loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 66,649 | 38,862 | 36,003 |
Less current portion | 41,600 | ||
Senior Notes | 4¾% Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 0 | 300,000 | 300,000 |
Senior note interest rate | 4.75% | ||
Senior Notes | 3¼% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 636,740 | 739,180 | 753,285 |
Senior note interest rate | 3.25% | ||
Senior Notes | 4⅛% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 600,000 | 600,000 | 600,000 |
Senior note interest rate | 4.125% | ||
Senior Notes | 2¼% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 489,800 | 568,600 | 579,450 |
Senior note interest rate | 2.25% | ||
Senior Notes | 1.4% Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 500,000 | $ 500,000 | $ 500,000 |
Senior note interest rate | 1.40% | ||
Finance Leases | |||
Debt Instrument [Line Items] | |||
Less current portion | $ 2,700 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 28, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Long-term debt, current maturities | $ 591,287,000 | $ 934,246,000 | $ 591,287,000 | $ 934,246,000 | $ 20,251,000 | ||
Loss on early extinguishment of debt | 0 | $ 0 | 1,481,000 | $ 883,000 | |||
Finance Leases | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, current maturities | 2,700,000 | 2,700,000 | |||||
Bank debt | Bank Revolving Loans | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, current maturities | 497,000,000 | 497,000,000 | |||||
Bank debt | U S Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, current maturities | 50,000,000 | 50,000,000 | |||||
Bank debt | Other Foreign Bank Revolving and Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, current maturities | $ 41,600,000 | $ 41,600,000 | |||||
4¾% Senior Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Early repayment of senior debt | $ 300,000,000 | ||||||
Debt instrument, redemption price (in percentage) | 100% | ||||||
Loss on early extinguishment of debt | $ 1,500,000 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amounts and Estimated Fair Values of Other Financial Instruments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Senior Notes | 3¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior note interest rate | 3.25% |
Senior Notes | 4⅛% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior note interest rate | 4.125% |
Senior Notes | 2¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior note interest rate | 2.25% |
Senior Notes | 1.4% Senior Secured Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior note interest rate | 1.40% |
Carrying Amount | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents | $ 243,609 |
Carrying Amount | Bank debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 1,563,649 |
Carrying Amount | Senior Notes | 3¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 636,740 |
Carrying Amount | Senior Notes | 4⅛% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 599,287 |
Carrying Amount | Senior Notes | 2¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 489,800 |
Carrying Amount | Senior Notes | 1.4% Senior Secured Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 499,811 |
Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents | 243,609 |
Fair Value | Bank debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 1,563,649 |
Fair Value | Senior Notes | 3¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 601,083 |
Fair Value | Senior Notes | 4⅛% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 532,200 |
Fair Value | Senior Notes | 2¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 394,632 |
Fair Value | Senior Notes | 1.4% Senior Secured Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | $ 427,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
USD Interest Rate Swap Contract One | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 |
Fixed interest rate | 2.878% | 2.878% |
USD Interest Rate Swap Contract Two | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 |
Fixed interest rate | 2.878% | 2.878% |
Accumulated Translation Adjustment | ||
Derivative [Line Items] | ||
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss | $ 30,200,000 | $ 72,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions | 1 Months Ended |
Oct. 31, 2022 EUR (€) | |
Subsequent Event | |
Loss Contingencies [Line Items] | |
Payment of fine | € 23.9 |
Retirement Benefits - Component
Retirement Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pension Benefit Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 2,937 | $ 3,177 | $ 9,507 | $ 10,754 |
Interest cost | 5,131 | 4,579 | 15,430 | 13,288 |
Expected return on plan assets | (17,220) | (19,892) | (51,849) | (59,590) |
Amortization of prior service cost | 62 | 67 | 170 | 183 |
Amortization of actuarial losses (gains) | 1,370 | 3,464 | 3,682 | 9,518 |
Net periodic benefit credit | (7,720) | (8,605) | (23,060) | (25,847) |
Other Postretirement Benefit Plans, Defined Benefit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 25 | 56 | 81 |
Interest cost | 96 | 82 | 314 | 272 |
Amortization of prior service cost | (415) | (460) | (1,247) | (1,373) |
Amortization of actuarial losses (gains) | (75) | (137) | (229) | (232) |
Net periodic benefit credit | $ (389) | $ (490) | $ (1,106) | $ (1,252) |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Mar. 04, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||
Treasury stock (in shares) | 64,896,981 | |
2022 BOD Authorized Common Stock Repurchase | ||
Equity, Class of Treasury Stock [Line Items] | ||
Stock repurchase program, additional repurchase authorization | $ 300,000,000 | |
Repurchase of common stock (in shares) | 649,727 | |
Average cost per share of treasury stock acquired (usd per share) | $ 40.56 | |
Stock repurchase price | $ 26,400,000 | |
Remaining authorized repurchase amount | $ 273,600,000 | |
2004 Amended and Restated Stock Incentive Plan | ||
Equity, Class of Treasury Stock [Line Items] | ||
Average cost per share of treasury stock acquired (usd per share) | $ 41.92 | |
Treasury shares issued for restricted stock units that vested during the period (in shares) | 765,917 | |
Average cost of treasury shares that were issued for restricted stock units that vested during the period (usd per share) | $ 3.19 | |
Shares repurchased to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units (in shares) | 310,904 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Restricted Stock Units $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units granted (in shares) | shares | 429,731 |
Fair value of restricted stock units granted | $ | $ 17.9 |
Segment Information - Reportabl
Segment Information - Reportable Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 1,970,445 | $ 1,651,070 | $ 4,956,112 | $ 4,237,841 | ||
Depreciation and amortization | [1] | 63,788 | 62,171 | 197,784 | 181,826 | |
Rationalization charges | 2,726 | 2,315 | 7,533 | 13,026 | ||
Segment income | 219,410 | 167,917 | 520,819 | [2] | 447,420 | |
Amortization of debt issuance costs and discounts | 1,300 | 1,400 | 4,100 | 4,100 | ||
Dispensing and Specialty Closures | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 575,530 | 533,329 | 1,775,888 | 1,588,449 | ||
Depreciation and amortization | [1] | 36,056 | 30,830 | 109,216 | 88,821 | |
Rationalization charges | 346 | 406 | 346 | 5,704 | ||
Segment income | 79,163 | 60,090 | 257,825 | [2] | 199,571 | |
Metal Containers | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 1,212,034 | 942,125 | 2,617,156 | 2,120,740 | ||
Depreciation and amortization | [1] | 17,811 | 21,231 | 58,749 | 63,809 | |
Rationalization charges | 2,480 | 1,822 | 7,182 | 7,068 | ||
Segment income | 121,267 | 94,271 | 225,634 | [2] | 198,520 | |
Custom Containers | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 182,881 | 175,616 | 563,068 | 528,652 | ||
Depreciation and amortization | [1] | 9,882 | 10,072 | 29,699 | 29,077 | |
Rationalization charges | (100) | 87 | 5 | 254 | ||
Segment income | 24,262 | 22,704 | 79,846 | [2] | 74,434 | |
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | [1] | 39 | 38 | 120 | 119 | |
Rationalization charges | 0 | 0 | 0 | 0 | ||
Segment income | $ (5,282) | $ (9,148) | (42,486) | [2] | $ (25,105) | |
Settlement of investigation charge | $ 25,200 | |||||
[1]Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.3 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively, and $4.1 million for each of the nine months ended September 30, 2022 and 2021.[2]Corporate includes a charge of $25.2 million for the settlement with the European Commission for the nine months ended September 30, 2022. |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Income to Income before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Segment Reporting [Abstract] | |||||
Segment income | $ 219,410 | $ 167,917 | $ 520,819 | [1] | $ 447,420 |
Interest and other debt expense | 33,743 | 27,039 | 93,233 | 80,751 | |
Income before income taxes | $ 185,667 | $ 140,878 | $ 427,586 | $ 366,669 | |
[1]Corporate includes a charge of $25.2 million for the settlement with the European Commission for the nine months ended September 30, 2022. |