Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41459 | |
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 $0.01 per share | |
Trading Symbol | SLGN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,498,436 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000849869 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 307,124 | $ 585,622 | $ 243,609 |
Trade accounts receivable, net | 1,295,882 | 657,968 | 1,124,051 |
Inventories | 919,013 | 769,403 | 851,070 |
Prepaid expenses and other current assets | 139,803 | 119,659 | 113,498 |
Total current assets | 2,661,822 | 2,132,652 | 2,332,228 |
Property, plant and equipment, net | 1,911,638 | 1,931,497 | 1,886,596 |
Goodwill | 1,979,693 | 1,984,952 | 1,914,894 |
Other intangible assets, net | 724,340 | 763,812 | 757,882 |
Other assets, net | 534,814 | 532,844 | 627,813 |
Assets, total | 7,812,307 | 7,345,757 | 7,519,413 |
Current liabilities: | |||
Revolving loans and current portion of long-term debt | 897,809 | 80,061 | 591,287 |
Trade accounts payable | 651,991 | 974,030 | 688,383 |
Accrued payroll and related costs | 96,375 | 98,914 | 110,358 |
Accrued liabilities | 269,386 | 284,855 | 291,384 |
Total current liabilities | 1,915,561 | 1,437,860 | 1,681,412 |
Long-term debt | 3,312,685 | 3,345,381 | 3,246,738 |
Deferred income taxes | 380,250 | 388,677 | 425,181 |
Other liabilities | 421,922 | 455,583 | 472,851 |
Stockholders’ equity: | |||
Common stock | 1,751 | 1,751 | 1,751 |
Paid-in capital | 349,634 | 339,839 | 335,924 |
Retained earnings | 3,163,161 | 2,961,079 | 2,954,292 |
Accumulated other comprehensive loss | (309,586) | (345,310) | (365,356) |
Treasury stock | (1,423,071) | (1,239,103) | (1,233,380) |
Total stockholders’ equity | 1,781,889 | 1,718,256 | 1,693,231 |
Liabilities and equity | $ 7,812,307 | $ 7,345,757 | $ 7,519,413 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,803,101 | $ 1,970,445 | $ 4,648,109 | $ 4,956,112 |
Cost of goods sold | 1,517,183 | 1,662,680 | 3,874,100 | 4,140,968 |
Gross profit | 285,918 | 307,765 | 774,009 | 815,144 |
Selling, general and administrative expenses | 84,320 | 96,680 | 287,821 | 320,521 |
Rationalization charges | 6,424 | 2,726 | 13,212 | 7,533 |
Other pension and postretirement expense (income) | 1,083 | (11,051) | 3,664 | (33,729) |
Income before interest and income taxes | 194,091 | 219,410 | 469,312 | 520,819 |
Interest and other debt expense before loss on early extinguishment of debt | 47,264 | 33,743 | 130,822 | 91,752 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 1,481 |
Interest and other debt expense | 47,264 | 33,743 | 130,822 | 93,233 |
Income before income taxes | 146,827 | 185,667 | 338,490 | 427,586 |
Provision for income taxes | 36,210 | 46,964 | 76,954 | 111,333 |
Net income | $ 110,617 | $ 138,703 | $ 261,536 | $ 316,253 |
Earnings per share | ||||
Basic net income per share (usd per share) | $ 1.02 | $ 1.26 | $ 2.39 | $ 2.86 |
Diluted net income per share (usd per share) | $ 1.02 | $ 1.25 | $ 2.38 | $ 2.85 |
Weighted average number of shares | ||||
Basic (in shares) | 108,421 | 110,281 | 109,583 | 110,572 |
Effect of dilutive securities (in shares) | 331 | 460 | 428 | 548 |
Diluted (in shares) | 108,752 | 110,741 | 110,011 | 111,120 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 110,617 | $ 138,703 | $ 261,536 | $ 316,253 |
Other comprehensive income (loss), net of tax: | ||||
Changes in net prior service credit and actuarial losses | 1,995 | 693 | 5,518 | 1,731 |
Change in fair value of derivatives | 1,865 | 421 | 5,230 | 2,698 |
Foreign currency translation | (33,892) | (58,254) | 24,976 | (109,957) |
Other comprehensive (loss) income | (30,032) | (57,140) | 35,724 | (105,528) |
Comprehensive income | $ 80,585 | $ 81,563 | $ 297,260 | $ 210,725 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows provided by (used in) operating activities: | ||
Net income | $ 261,536 | $ 316,253 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 200,747 | 201,912 |
Rationalization charges | 13,212 | 7,533 |
Stock compensation expense | 11,348 | 12,917 |
Loss on early extinguishment of debt | 0 | 1,481 |
Other changes that provided (used) cash, net of effects from acquisitions: | ||
Trade accounts receivable, net | (638,282) | (459,131) |
Inventories | (152,891) | (92,181) |
Trade accounts payable | (233,724) | (165,717) |
Accrued liabilities | (31,055) | 64,458 |
Other, net | (26,933) | (5,047) |
Net cash (used in) operating activities | (596,042) | (117,522) |
Cash flows provided by (used in) investing activities: | ||
Purchase of businesses, net of cash acquired | 0 | (1,333) |
Capital expenditures | (173,453) | (162,271) |
Other, net | 2,895 | 1,993 |
Net cash (used in) investing activities | (170,558) | (161,611) |
Cash flows provided by (used in) financing activities: | ||
Borrowings under revolving loans | 1,119,960 | 813,628 |
Repayments under revolving loans | (283,275) | (290,327) |
Proceeds from issuance of long-term debt | 8,649 | 6,042 |
Repayments of long-term debt | (52,650) | (300,314) |
Changes in outstanding checks - principally vendors | (61,433) | (225,863) |
Dividends paid on common stock | (59,712) | (54,325) |
Repurchase of common stock | (183,939) | (39,402) |
Net cash provided by (used in) financing activities | 487,600 | (90,561) |
Effect of exchange rate changes on cash and cash equivalents | 502 | (18,136) |
Cash and cash equivalents: | ||
Net (decrease) | (278,498) | (387,830) |
Balance at beginning of year | 585,622 | 631,439 |
Balance at end of period | 307,124 | 243,609 |
Interest paid, net | 123,944 | 91,037 |
Income taxes paid, net | $ 95,911 | $ 66,959 |
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, 2021 | $ 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) income | (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) income | (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 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,718,256 | $ 1,751 | 339,839 | 2,961,079 | (345,310) | (1,239,103) |
Beginning balance (in shares) at Dec. 31, 2022 | 110,079 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 312 | |||||
Repurchase of common stock (in shares) | (3,893) | |||||
Stock compensation expense | 11,348 | |||||
Net issuance of treasury stock for vested restricted stock units | (1,553) | (7,664) | ||||
Net income | 261,536 | 261,536 | ||||
Dividends declared on common stock | (59,454) | |||||
Other comprehensive (loss) income | 35,724 | |||||
Repurchases of common stock | (176,304) | |||||
Ending balance at Sep. 30, 2023 | $ 1,781,889 | $ 1,751 | 349,634 | 3,163,161 | (309,586) | (1,423,071) |
Ending balance (in shares) at Sep. 30, 2023 | 106,498 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.54 | |||||
Beginning balance at Jun. 30, 2023 | $ 1,751 | 345,442 | 3,072,021 | (279,554) | (1,268,524) | |
Beginning balance (in shares) at Jun. 30, 2023 | 109,946 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net issuance of treasury stock for vested restricted stock units (in shares) | 0 | |||||
Repurchase of common stock (in shares) | (3,448) | |||||
Stock compensation expense | 4,192 | |||||
Net issuance of treasury stock for vested restricted stock units | 0 | 0 | ||||
Net income | $ 110,617 | 110,617 | ||||
Dividends declared on common stock | (19,477) | |||||
Other comprehensive (loss) income | (30,032) | |||||
Repurchases of common stock | (154,547) | |||||
Ending balance at Sep. 30, 2023 | $ 1,781,889 | $ 1,751 | $ 349,634 | $ 3,163,161 | $ (309,586) | $ (1,423,071) |
Ending balance (in shares) at Sep. 30, 2023 | 106,498 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Dividends declared on common stock per share (usd per share) | $ 0.18 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 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, 2022. 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 2023 assessment performed during the third quarter. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [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, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Dispensing and Specialty Closures $ 559,081 $ 575,530 $ 1,699,109 $ 1,775,888 Metal Containers 1,094,609 1,212,034 2,475,569 2,617,156 Custom Containers 149,411 182,881 473,431 563,068 $ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112 Revenues by geography were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) North America $ 1,437,539 $ 1,592,775 $ 3,555,971 $ 3,833,613 Europe and other 365,562 377,670 1,092,138 1,122,499 $ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112 |
Rationalization Charges
Rationalization Charges | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Dispensing and Specialty Closures $ 3,836 $ 346 $ 5,164 $ 346 Metal Containers 2,588 2,480 7,944 7,182 Custom Containers — (100) 104 5 $ 6,424 $ 2,726 $ 13,212 $ 7,533 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2022 $ 31,641 $ 159 $ — $ 31,800 Charged to expense 5,947 3,890 3,375 13,212 Utilized and currency translation (6,647) (3,885) (3,375) (13,907) Balance at September 30, 2023 $ 30,941 $ 164 $ — $ 31,105 Rationalization reserves as of September 30, 2023 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $4.1 million and other liabilities of $27.0 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 $6.6 million and $9.9 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $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 $0.8 million in 2023 and $2.6 million annually thereafter through 2040. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ (156,733) $ (772) $ (187,805) $ (345,310) Other comprehensive income before reclassifications — 4,938 1,387 6,325 Amounts reclassified from accumulated other comprehensive loss 5,518 292 23,589 29,399 Other comprehensive income 5,518 5,230 24,976 35,724 Balance at September 30, 2023 $ (151,215) $ 4,458 $ (162,829) $ (309,586) 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, 2023 were net (losses) of $(2.5) million and $(7.7) million, respectively, excluding income tax benefits of $0.5 million and $2.2 million, respectively. For the three and nine months ended September 30, 2023, these net (losses) consisted of amortization of net actuarial (losses) of $(2.7) million and $(8.3) million and amortization of net prior service credit of $0.2 million and $0.6 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 and nine months ended September 30, 2023 were not significant. Other comprehensive income before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2023 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 $(45.5) million and $(3.8) million, respectively, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.1 million and $2.0 million, respectively, and (iii) foreign currency gains related to our net investment hedges of $15.0 million and $4.1 million, respectively, excluding income tax (provisions) of $(3.6) million and $(1.0) million, respectively. See Note 7 for further discussion. Amounts reclassified from accumulated other comprehensive loss related to foreign currency translation for the nine months ended September 30, 2023 related to the shutdown of our metal container manufacturing facilities in Russia. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: Sept. 30, 2023 Sept. 30, 2022 Dec. 31, 2022 (Dollars in thousands) Raw materials $ 460,137 $ 452,307 $ 409,349 Work-in-process 220,164 231,036 218,691 Finished goods 565,790 542,044 469,212 Other 17,234 16,857 16,463 1,263,325 1,242,244 1,113,715 Adjustment to value inventory at cost on the LIFO method (344,312) (391,174) (344,312) $ 919,013 $ 851,070 $ 769,403 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: Sept. 30, 2023 Sept. 30, 2022 Dec. 31, 2022 (Dollars in thousands) Bank debt Bank revolving loans $ 818,000 $ 497,000 $ — U.S. term loans 950,000 1,000,000 1,000,000 Other foreign bank revolving and term loans 75,502 66,649 49,673 Total bank debt 1,843,502 1,563,649 1,049,673 3¼% Senior Notes 688,155 636,740 693,680 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 529,350 489,800 533,600 1.4% Senior Secured Notes 500,000 500,000 500,000 Finance leases 63,663 66,109 65,667 Total debt - principal 4,224,670 3,856,298 3,442,620 Less unamortized debt issuance costs and debt discount 14,176 18,273 17,178 Total debt 4,210,494 3,838,025 3,425,442 Less current portion 897,809 591,287 80,061 $ 3,312,685 $ 3,246,738 $ 3,345,381 At September 30, 2023, the current portion of long-term debt consisted of $818.0 million of U.S. revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $51.9 million of other foreign bank revolving and term loans and $27.9 million of finance leases. On June 22, 2023, we and certain of our wholly owned subsidiaries entered into the Fourth Amendment to Amended and Restated Credit Agreement, or the Fourth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Fourth Amendment amended the Credit Agreement to provide for the transition from LIBOR based interest rates to SOFR (Secured Overnight Financing Rates) and SONIA (Sterling Overnight Index Average) based interest rates and to provide for standard interest rate benchmark replacement language. The Fourth Amendment also reduced the spread adjustments for Term SOFR borrowings. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 307,124 $ 307,124 Liabilities: Bank debt $ 1,843,502 $ 1,843,502 3¼% Senior Notes 688,155 671,385 4⅛% Senior Notes 599,407 536,790 2¼% Senior Notes 529,350 451,149 1.4% Senior Secured Notes 499,862 443,505 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, 2023 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 had 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, with a fixed rate of 2.878 percent, that matured on March 24, 2023. In March 2023, we entered into four U.S. dollar interest rate swap agreements, each for $75.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations. These agreements have a fixed rate ranging from 3.889 percent to 3.905 percent, mature on April 3, 2026, and were entered into with financial institutions which are expected to fully perform under the terms thereof. 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, 2023. The total fair value of our interest rate swaps agreements in effect at September 30, 2023 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, 2023. 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, 2023 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, 2023 were $15.0 million and $4.1 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe 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. |
Supply Chain Finance Program
Supply Chain Finance Program | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Supply Chain Finance Program | Supply Chain Finance ProgramWe have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, qualifying suppliers may elect, but are not obligated, to sell their receivables from us to such financial institution. We agree to pay the financial institution the stated amount of invoices from our suppliers electing to participate on the original maturity dates of the invoices. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ invoices included in this SCF program were $294.1 million, $321.9 million and $346.8 million at September 30, 2023 and 2022 and December 31, 2022, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets. |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement Benefits The components of the net periodic pension benefit cost (credit) were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Service cost $ 1,962 $ 2,937 $ 6,425 $ 9,507 Interest cost 8,617 5,131 26,050 15,430 Expected return on plan assets (10,211) (17,220) (30,587) (51,849) Amortization of prior service cost 29 62 82 170 Amortization of actuarial losses 2,845 1,370 8,729 3,682 Net periodic benefit cost (credit) $ 3,242 $ (7,720) $ 10,699 $ (23,060) The components of the net periodic other postretirement benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Service cost $ 12 $ 5 $ 38 $ 56 Interest cost 181 96 559 314 Amortization of prior service credit (237) (415) (705) (1,247) Amortization of actuarial gains (141) (75) (464) (229) Net periodic benefit credit $ (185) $ (389) $ (572) $ (1,106) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 2021 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2022 and 2023 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, 2023 | |
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, 2023, we repurchased an aggregate of 3,893,098 shares of our common stock at an average price per share of $44.86, for a total purchase price of $174.6 million. At September 30, 2023, we had approximately $93.3 million remaining under this authorization for the repurchase of our common stock. During the first nine months of 2023, we issued 487,409 treasury shares which had an average cost of $3.19 per share for restricted stock units that vested during the period that had been previously issued under a prior stock-based compensation plan. In accordance with the applicable agreements for such restricted stock units, we repurchased 174,882 shares of our common stock at an average cost of $52.71 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, 2023, 68,614,060 shares of our common stock were held in treasury. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 restricted stock units to our officers, other key employees and outside directors. In May and June of 2023, 293,190 restricted stock units were granted to certain of our officers, other key employees and outside directors. The fair value of these restricted stock units at the grant date was $13.6 million, which is being amortized ratably over the respective vesting period from the grant date. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We evaluate performance of our business segments and allocate resources based on the adjusted EBIT of our business segments. Adjusted EBIT is not a defined term under GAAP. We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension expense (income) for U.S. pension plans, rationalization charges, the impact from charges for the write-up of acquired inventory required under purchase accounting, the charge for the European Commission settlement and costs attributed to announced acquisitions. We began using adjusted EBIT in 2023. Previously, we used segment income, without any adjustments, for our business segments. We have provided adjusted EBIT for 2022 below for comparative purposes. Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies. Reportable segment information was as follows: Dispensing and Specialty Closures Metal Custom Corporate Total (Dollars in thousands) Three Months Ended September 30, 2023 Net sales $ 559,081 $ 1,094,609 $ 149,411 $ — $ 1,803,101 Adjusted EBIT 93,786 113,519 11,839 (4,711) 214,433 Depreciation 25,691 18,177 8,089 8 51,965 Three Months Ended September 30, 2022 Net sales $ 575,530 $ 1,212,034 $ 182,881 $ — $ 1,970,445 Adjusted EBIT 88,305 117,612 22,791 (5,282) 223,426 Depreciation 24,541 17,509 8,752 39 50,841 Nine Months Ended September 30, 2023 Net sales $ 1,699,109 $ 2,475,569 $ 473,431 $ — $ 4,648,109 Adjusted EBIT 253,604 241,659 50,317 (20,945) 524,635 Depreciation 76,206 54,693 25,923 66 156,888 Nine Months Ended September 30, 2022 Net sales $ 1,775,888 $ 2,617,156 $ 563,068 $ — $ 4,956,112 Adjusted EBIT 285,173 214,002 75,606 (17,283) 557,498 Depreciation 74,010 57,798 26,291 120 158,219 Total adjusted EBIT is reconciled to income before income taxes as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Total adjusted EBIT $ 214,433 $ 223,426 $ 524,635 $ 557,498 Less: Acquired intangible asset amortization expense 13,309 12,946 39,834 39,564 Other pension expense (income) for U.S. pension plans 609 (11,656) 2,277 (35,621) Rationalization charges 6,424 2,726 13,212 7,533 European Commission settlement — — — 25,203 Income before interest and income taxes 194,091 219,410 469,312 520,819 Less interest and other debt expense 47,264 33,743 130,822 93,233 Income before income taxes $ 146,827 $ 185,667 $ 338,490 $ 427,586 Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. 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 adjusted EBIT during that quarter. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 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, 2022. |
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. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2023 assessment performed during the third quarter. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues by segment were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Dispensing and Specialty Closures $ 559,081 $ 575,530 $ 1,699,109 $ 1,775,888 Metal Containers 1,094,609 1,212,034 2,475,569 2,617,156 Custom Containers 149,411 182,881 473,431 563,068 $ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112 Revenues by geography were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) North America $ 1,437,539 $ 1,592,775 $ 3,555,971 $ 3,833,613 Europe and other 365,562 377,670 1,092,138 1,122,499 $ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112 |
Rationalization Charges (Tables
Rationalization Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Dispensing and Specialty Closures $ 3,836 $ 346 $ 5,164 $ 346 Metal Containers 2,588 2,480 7,944 7,182 Custom Containers — (100) 104 5 $ 6,424 $ 2,726 $ 13,212 $ 7,533 Activity in reserves for our rationalization plans were as follows: Employee Plant Non-Cash Total (Dollars in thousands) Balance at December 31, 2022 $ 31,641 $ 159 $ — $ 31,800 Charged to expense 5,947 3,890 3,375 13,212 Utilized and currency translation (6,647) (3,885) (3,375) (13,907) Balance at September 30, 2023 $ 30,941 $ 164 $ — $ 31,105 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ (156,733) $ (772) $ (187,805) $ (345,310) Other comprehensive income before reclassifications — 4,938 1,387 6,325 Amounts reclassified from accumulated other comprehensive loss 5,518 292 23,589 29,399 Other comprehensive income 5,518 5,230 24,976 35,724 Balance at September 30, 2023 $ (151,215) $ 4,458 $ (162,829) $ (309,586) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following: Sept. 30, 2023 Sept. 30, 2022 Dec. 31, 2022 (Dollars in thousands) Raw materials $ 460,137 $ 452,307 $ 409,349 Work-in-process 220,164 231,036 218,691 Finished goods 565,790 542,044 469,212 Other 17,234 16,857 16,463 1,263,325 1,242,244 1,113,715 Adjustment to value inventory at cost on the LIFO method (344,312) (391,174) (344,312) $ 919,013 $ 851,070 $ 769,403 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt consisted of the following: Sept. 30, 2023 Sept. 30, 2022 Dec. 31, 2022 (Dollars in thousands) Bank debt Bank revolving loans $ 818,000 $ 497,000 $ — U.S. term loans 950,000 1,000,000 1,000,000 Other foreign bank revolving and term loans 75,502 66,649 49,673 Total bank debt 1,843,502 1,563,649 1,049,673 3¼% Senior Notes 688,155 636,740 693,680 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 529,350 489,800 533,600 1.4% Senior Secured Notes 500,000 500,000 500,000 Finance leases 63,663 66,109 65,667 Total debt - principal 4,224,670 3,856,298 3,442,620 Less unamortized debt issuance costs and debt discount 14,176 18,273 17,178 Total debt 4,210,494 3,838,025 3,425,442 Less current portion 897,809 591,287 80,061 $ 3,312,685 $ 3,246,738 $ 3,345,381 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023: Carrying Fair (Dollars in thousands) Assets: Cash and cash equivalents $ 307,124 $ 307,124 Liabilities: Bank debt $ 1,843,502 $ 1,843,502 3¼% Senior Notes 688,155 671,385 4⅛% Senior Notes 599,407 536,790 2¼% Senior Notes 529,350 451,149 1.4% Senior Secured Notes 499,862 443,505 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost (Credit) | The components of the net periodic pension benefit cost (credit) were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Service cost $ 1,962 $ 2,937 $ 6,425 $ 9,507 Interest cost 8,617 5,131 26,050 15,430 Expected return on plan assets (10,211) (17,220) (30,587) (51,849) Amortization of prior service cost 29 62 82 170 Amortization of actuarial losses 2,845 1,370 8,729 3,682 Net periodic benefit cost (credit) $ 3,242 $ (7,720) $ 10,699 $ (23,060) The components of the net periodic other postretirement benefit credit were as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Service cost $ 12 $ 5 $ 38 $ 56 Interest cost 181 96 559 314 Amortization of prior service credit (237) (415) (705) (1,247) Amortization of actuarial gains (141) (75) (464) (229) Net periodic benefit credit $ (185) $ (389) $ (572) $ (1,106) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Net sales $ 559,081 $ 1,094,609 $ 149,411 $ — $ 1,803,101 Adjusted EBIT 93,786 113,519 11,839 (4,711) 214,433 Depreciation 25,691 18,177 8,089 8 51,965 Three Months Ended September 30, 2022 Net sales $ 575,530 $ 1,212,034 $ 182,881 $ — $ 1,970,445 Adjusted EBIT 88,305 117,612 22,791 (5,282) 223,426 Depreciation 24,541 17,509 8,752 39 50,841 Nine Months Ended September 30, 2023 Net sales $ 1,699,109 $ 2,475,569 $ 473,431 $ — $ 4,648,109 Adjusted EBIT 253,604 241,659 50,317 (20,945) 524,635 Depreciation 76,206 54,693 25,923 66 156,888 Nine Months Ended September 30, 2022 Net sales $ 1,775,888 $ 2,617,156 $ 563,068 $ — $ 4,956,112 Adjusted EBIT 285,173 214,002 75,606 (17,283) 557,498 Depreciation 74,010 57,798 26,291 120 158,219 |
Reconciliation of Adjusted EBIT to Income before Income Taxes | Total adjusted EBIT is reconciled to income before income taxes as follows: Three Months Ended Nine Months Ended Sept. 30, 2023 Sept. 30, 2022 Sept. 30, 2023 Sept. 30, 2022 (Dollars in thousands) Total adjusted EBIT $ 214,433 $ 223,426 $ 524,635 $ 557,498 Less: Acquired intangible asset amortization expense 13,309 12,946 39,834 39,564 Other pension expense (income) for U.S. pension plans 609 (11,656) 2,277 (35,621) Rationalization charges 6,424 2,726 13,212 7,533 European Commission settlement — — — 25,203 Income before interest and income taxes 194,091 219,410 469,312 520,819 Less interest and other debt expense 47,264 33,743 130,822 93,233 Income before income taxes $ 146,827 $ 185,667 $ 338,490 $ 427,586 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,803,101 | $ 1,970,445 | $ 4,648,109 | $ 4,956,112 | |
Trade Accounts Receivable | Unbilled Accounts Receivable | |||||
Segment Reporting Information [Line Items] | |||||
Contract assets | 104,200 | 113,300 | 104,200 | 113,300 | $ 110,200 |
North America | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,437,539 | 1,592,775 | 3,555,971 | 3,833,613 | |
Europe and other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 365,562 | 377,670 | 1,092,138 | 1,122,499 | |
Dispensing and Specialty Closures | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 559,081 | 575,530 | 1,699,109 | 1,775,888 | |
Metal Containers | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,094,609 | 1,212,034 | 2,475,569 | 2,617,156 | |
Custom Containers | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 149,411 | $ 182,881 | $ 473,431 | $ 563,068 |
Rationalization Charges - Ratio
Rationalization Charges - Rationalization Charges by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | $ 6,424 | $ 2,726 | $ 13,212 | $ 7,533 |
Dispensing and Specialty Closures | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | 3,836 | 346 | 5,164 | 346 |
Metal Containers | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | 2,588 | 2,480 | 7,944 | 7,182 |
Custom Containers | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Rationalization charges | $ 0 | $ (100) | $ 104 | $ 5 |
Rationalization Charges - Activ
Rationalization Charges - Activity in Rationalization Plan Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2022 | $ 31,800 | |||
Charged to expense | $ 6,424 | $ 2,726 | 13,212 | $ 7,533 |
Utilized and currency translation | (13,907) | |||
Balance at September 30, 2023 | 31,105 | 31,105 | ||
Employee Severance and Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2022 | 31,641 | |||
Charged to expense | 5,947 | |||
Utilized and currency translation | (6,647) | |||
Balance at September 30, 2023 | 30,941 | 30,941 | ||
Plant Exit Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2022 | 159 | |||
Charged to expense | 3,890 | |||
Utilized and currency translation | (3,885) | |||
Balance at September 30, 2023 | 164 | 164 | ||
Non-Cash Asset Write-Down | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2022 | 0 | |||
Charged to expense | 3,375 | |||
Utilized and currency translation | (3,375) | |||
Balance at September 30, 2023 | $ 0 | $ 0 |
Rationalization Charges - Narra
Rationalization Charges - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 31,105 | $ 31,800 |
Other Restructuring | Rationalization Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining expenses | 6,600 | |
Remaining cash expenditures | 9,900 | |
Annually Through 2040 | Central States Pension Plan withdrawal | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining cash expenditures | 2,600 | |
Accretion expense | 900 | |
Current Fiscal Year | Central States Pension Plan Withdrawal | ||
Restructuring Cost and Reserve [Line Items] | ||
Remaining cash expenditures | 800 | |
Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | 4,100 | |
Other Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 27,000 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ 1,718,256 | |||
Other comprehensive income before reclassifications | 6,325 | |||
Amounts reclassified from accumulated other comprehensive loss | 29,399 | |||
Other comprehensive (loss) income | $ (30,032) | $ (57,140) | 35,724 | $ (105,528) |
Ending balance | 1,781,889 | 1,693,231 | 1,781,889 | 1,693,231 |
Accumulated other comprehensive loss | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (279,554) | (308,216) | (345,310) | (259,828) |
Ending balance | (309,586) | $ (365,356) | (309,586) | $ (365,356) |
Unrecognized Net Defined Benefit Plan Costs | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (156,733) | |||
Other comprehensive income before reclassifications | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 5,518 | |||
Other comprehensive (loss) income | 5,518 | |||
Ending balance | (151,215) | (151,215) | ||
Change in Fair Value of Derivatives | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (772) | |||
Other comprehensive income before reclassifications | 4,938 | |||
Amounts reclassified from accumulated other comprehensive loss | 292 | |||
Other comprehensive (loss) income | 5,230 | |||
Ending balance | 4,458 | 4,458 | ||
Foreign Currency Translation | ||||
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (187,805) | |||
Other comprehensive income before reclassifications | 1,387 | |||
Amounts reclassified from accumulated other comprehensive loss | 23,589 | |||
Other comprehensive (loss) income | 24,976 | |||
Ending balance | $ (162,829) | $ (162,829) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Unrecognized Net Defined Benefit Plan Costs | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive (loss) reclassification adjustment from AOCI | $ (2.5) | $ (7.7) |
Benefit for income taxes | 0.5 | 2.2 |
Amortization of net actuarial (losses), before tax | (2.7) | (8.3) |
Net prior service credit arising during period, before tax | 0.2 | 0.6 |
Accumulated Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency gains (losses) | (45.5) | (3.8) |
Foreign currency transaction and translation gain (loss) arising during period related to intra-entity transactions of a long-term investment nature, net of tax | 0.1 | 2 |
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss | 15 | 4.1 |
Foreign currency translation, tax benefit (provision) related to net investment hedges | $ (3.6) | $ (1) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 460,137 | $ 409,349 | $ 452,307 |
Work-in-process | 220,164 | 218,691 | 231,036 |
Finished goods | 565,790 | 469,212 | 542,044 |
Other | 17,234 | 16,463 | 16,857 |
Inventories, gross | 1,263,325 | 1,113,715 | 1,242,244 |
Adjustment to value inventory at cost on the LIFO method | (344,312) | (344,312) | (391,174) |
Inventories | $ 919,013 | $ 769,403 | $ 851,070 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
Total debt - principal | $ 4,224,670 | $ 3,442,620 | $ 3,856,298 |
Less unamortized debt issuance costs and debt discount | 14,176 | 17,178 | 18,273 |
Total debt | 4,210,494 | 3,425,442 | 3,838,025 |
Less current portion | 897,809 | 80,061 | 591,287 |
Long-term debt | 3,312,685 | 3,345,381 | 3,246,738 |
Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 1,843,502 | 1,049,673 | 1,563,649 |
Finance leases | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 63,663 | 65,667 | 66,109 |
Bank revolving loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 818,000 | 0 | 497,000 |
Less current portion | 818,000 | ||
U.S. term loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 950,000 | 1,000,000 | 1,000,000 |
Other foreign bank revolving and term loans | Bank debt | |||
Debt Instrument [Line Items] | |||
Total debt - principal | 75,502 | 49,673 | 66,649 |
Less current portion | 51,900 | ||
Senior Notes | 3¼% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt - principal | $ 688,155 | 693,680 | 636,740 |
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 | $ 529,350 | 533,600 | 489,800 |
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 | $ 27,900 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt, current maturities | $ 897,809 | $ 80,061 | $ 591,287 |
Finance leases | |||
Debt Instrument [Line Items] | |||
Long-term debt, current maturities | 27,900 | ||
Bank debt | Other Foreign Bank Revolving and Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, current maturities | $ 51,900 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amounts and Estimated Fair Values of Other Financial Instruments (Details) $ in Thousands | Sep. 30, 2023 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 | $ 307,124 |
Carrying Amount | Bank debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 1,843,502 |
Carrying Amount | Senior Notes | 3¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 688,155 |
Carrying Amount | Senior Notes | 4⅛% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 599,407 |
Carrying Amount | Senior Notes | 2¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 529,350 |
Carrying Amount | Senior Notes | 1.4% Senior Secured Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 499,862 |
Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents | 307,124 |
Fair Value | Bank debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 1,843,502 |
Fair Value | Senior Notes | 3¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 671,385 |
Fair Value | Senior Notes | 4⅛% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 536,790 |
Fair Value | Senior Notes | 2¼% Senior Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | 451,149 |
Fair Value | Senior Notes | 1.4% Senior Secured Notes | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Bank debt | $ 443,505 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) instrument | Mar. 24, 2023 USD ($) instrument | |
USD Interest Rate Swap Contract, Maturity Date March 24, 2023 | ||||
Derivative [Line Items] | ||||
Derivative, number of interest rate swap agreements | instrument | 2 | |||
Fixed interest rate | 2.878% | |||
USD Interest Rate Swap Contract One, Maturity Date March 24, 2023 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 50,000,000 | |||
USD Interest Rate Swap Contract Two, Maturity Date March 24, 2023 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 50,000,000 | |||
USD Interest Rate Swap, Maturity Date April 3, 2026 | ||||
Derivative [Line Items] | ||||
Derivative, number of interest rate swap agreements | instrument | 4 | |||
USD Interest Rate Swap, Maturity Date April 3, 2026 | Minimum | ||||
Derivative [Line Items] | ||||
Fixed interest rate | 3.889% | |||
USD Interest Rate Swap, Maturity Date April 3, 2026 | Maximum | ||||
Derivative [Line Items] | ||||
Fixed interest rate | 3.905% | |||
USD Interest Rate Swap Contract One, Maturity Date April 3, 2026 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 75,000,000 | |||
USD Interest Rate Swap Contract Two, Maturity Date April 3, 2026 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | 75,000,000 | |||
USD Interest Rate Swap Contract Three, Maturity Date April 3, 2026 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | 75,000,000 | |||
USD Interest Rate Swap Contract Four, Maturity Date April 3, 2026 | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 75,000,000 | |||
Accumulated Translation Adjustment | ||||
Derivative [Line Items] | ||||
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss | $ 15,000,000 | $ 4,100,000 |
Supply Chain Finance Program (D
Supply Chain Finance Program (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Termination notice period (at least) | 30 days | ||
Termination notice period by financial institution (at least) | 10 days | ||
Supply chain finance program, payment period (up to) | 210 days | ||
Supplier chain finance program obligation, current | $ 294.1 | $ 346.8 | $ 321.9 |
Retirement Benefits - Component
Retirement Benefits - Components of Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pension Benefit Cost (Credit) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1,962 | $ 2,937 | $ 6,425 | $ 9,507 |
Interest cost | 8,617 | 5,131 | 26,050 | 15,430 |
Expected return on plan assets | (10,211) | (17,220) | (30,587) | (51,849) |
Amortization of prior service cost | 29 | 62 | 82 | 170 |
Amortization of actuarial losses (gains) | 2,845 | 1,370 | 8,729 | 3,682 |
Net periodic benefit cost (credit) | 3,242 | (7,720) | 10,699 | (23,060) |
Other Postretirement Benefit Credit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 12 | 5 | 38 | 56 |
Interest cost | 181 | 96 | 559 | 314 |
Amortization of prior service cost | (237) | (415) | (705) | (1,247) |
Amortization of actuarial losses (gains) | (141) | (75) | (464) | (229) |
Net periodic benefit cost (credit) | $ (185) | $ (389) | $ (572) | $ (1,106) |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Mar. 04, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||
Treasury stock (in shares) | 68,614,060 | |
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) | 3,893,098 | |
Average cost per share of treasury stock acquired (usd per share) | $ 44.86 | |
Stock repurchase price | $ 174,600,000 | |
Remaining authorized repurchase amount | $ 93,300,000 | |
Activity Related to Restricted Stock Units Vested Under a prior Stock-based Compensation Plan | ||
Equity, Class of Treasury Stock [Line Items] | ||
Average cost per share of treasury stock acquired (usd per share) | $ 52.71 | |
Treasury shares issued for restricted stock units that vested during the period (in shares) | 487,409 | |
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) | 174,882 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ in Millions | 2 Months Ended | |
Jun. 30, 2023 USD ($) shares | Sep. 30, 2023 plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of share-based compensation arrangement | plan | 1 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (in shares) | shares | 293,190 | |
Fair value of restricted stock units granted | $ | $ 13.6 |
Segment Information - Reportabl
Segment Information - Reportable Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,803,101 | $ 1,970,445 | $ 4,648,109 | $ 4,956,112 |
Adjusted EBIT | 214,433 | 223,426 | 524,635 | 557,498 |
Depreciation | 51,965 | 50,841 | 156,888 | 158,219 |
Dispensing and Specialty Closures | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 559,081 | 575,530 | 1,699,109 | 1,775,888 |
Adjusted EBIT | 93,786 | 88,305 | 253,604 | 285,173 |
Depreciation | 25,691 | 24,541 | 76,206 | 74,010 |
Metal Containers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,094,609 | 1,212,034 | 2,475,569 | 2,617,156 |
Adjusted EBIT | 113,519 | 117,612 | 241,659 | 214,002 |
Depreciation | 18,177 | 17,509 | 54,693 | 57,798 |
Custom Containers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 149,411 | 182,881 | 473,431 | 563,068 |
Adjusted EBIT | 11,839 | 22,791 | 50,317 | 75,606 |
Depreciation | 8,089 | 8,752 | 25,923 | 26,291 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Adjusted EBIT | (4,711) | (5,282) | (20,945) | (17,283) |
Depreciation | $ 8 | $ 39 | $ 66 | $ 120 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBIT to Income before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total adjusted EBIT | $ 214,433 | $ 223,426 | $ 524,635 | $ 557,498 |
Less: | ||||
Other pension expense (income) for U.S. pension plans | 1,083 | (11,051) | 3,664 | (33,729) |
Rationalization charges | 6,424 | 2,726 | 13,212 | 7,533 |
Income before interest and income taxes | 194,091 | 219,410 | 469,312 | 520,819 |
Less interest and other debt expense | 47,264 | 33,743 | 130,822 | 93,233 |
Income before income taxes | 146,827 | 185,667 | 338,490 | 427,586 |
Segment Reconciling Items | ||||
Less: | ||||
Acquired intangible asset amortization expense | 13,309 | 12,946 | 39,834 | 39,564 |
Other pension expense (income) for U.S. pension plans | 609 | (11,656) | 2,277 | (35,621) |
Rationalization charges | 6,424 | 2,726 | 13,212 | 7,533 |
European Commission settlement | $ 0 | $ 0 | $ 0 | $ 25,203 |