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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________

Commission file number  001-41459
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Delaware06-1269834
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)
  
4 Landmark Square 
Stamford,Connecticut06901
(Address of principal executive offices)(Zip Code)
(203) 975-7110
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSLGNNew York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes    No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
           Accelerated filer
Non-accelerated filer
           Smaller reporting company
           Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No

As of April 30, 2024, the number of shares outstanding of the Registrant’s common stock was 106,775,134.
-1-


SILGAN HOLDINGS INC.
 
TABLE OF CONTENTS
  
 Page No.
  
  
  
  
 
  
  
  
  
  
 
  
 
 
  

-2-



Part I. Financial Information
Item 1. Financial Statements

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, 2024March 31, 2023Dec. 31, 2023
 (unaudited)(unaudited) 
Assets   
Current assets:   
Cash and cash equivalents$308,641 $501,060 $642,923 
Trade accounts receivable, net946,051 936,048 599,524 
Inventories957,240 1,055,079 940,808 
Prepaid expenses and other current assets164,439 132,822 165,727 
Total current assets2,376,371 2,625,009 2,348,982 
Property, plant and equipment, net1,943,682 1,930,003 1,961,585 
Goodwill1,997,285 2,001,753 2,018,241 
Other intangible assets, net702,033 755,883 721,023 
Other assets, net554,884 549,074 561,405 
 $7,574,255 $7,861,722 $7,611,236 
Liabilities and Stockholders’ Equity   
Current liabilities:   
Revolving loans and current portion of long-term debt$1,345,851 $784,795 $880,315 
Trade accounts payable609,832 716,487 1,075,913 
Accrued payroll and related costs100,118 101,881 97,886 
Accrued liabilities233,676 240,952 257,742 
Total current liabilities2,289,477 1,844,115 2,311,856 
Long-term debt2,534,504 3,370,346 2,546,451 
Deferred income taxes432,266 389,010 433,666 
Other liabilities418,162 476,961 429,905 
Stockholders’ equity:   
Common stock1,751 1,751 1,751 
Paid-in capital356,529 342,157 353,848 
Retained earnings3,242,914 3,013,104 3,208,237 
Accumulated other comprehensive loss(271,990)(324,570)(251,361)
Treasury stock(1,429,358)(1,251,152)(1,423,117)
Total stockholders’ equity1,899,846 1,781,290 1,889,358 
 $7,574,255 $7,861,722 $7,611,236 

See accompanying notes.
-3-


SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31, 2024 and 2023
(Dollars and shares in thousands, except per share amounts)
(Unaudited)

 20242023
   
Net sales$1,317,038 $1,418,281 
Cost of goods sold1,093,559 1,180,316 
Gross profit223,479 237,965 
Selling, general and administrative expenses100,476 101,330 
Rationalization charges11,691 4,121 
Other pension and postretirement (income) expense (407)1,286 
Income before interest and income taxes111,719 131,228 
Interest and other debt expense38,647 36,766 
Income before income taxes73,072 94,462 
Provision for income taxes17,908 22,433 
Net income$55,164 $72,029 
Earnings per share:
Basic net income per share$0.52 $0.65 
Diluted net income per share$0.52 $0.65 
Weighted average number of shares:
Basic106,646 110,219 
Effect of dilutive securities405 630 
Diluted107,051 110,849 

See accompanying notes.

-4-


 SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended March 31, 2024 and 2023
(Dollars in thousands)
(Unaudited)

 20242023
Net income$55,164 $72,029 
  Other comprehensive income (loss), net of tax:
  Changes in net prior service credit and actuarial losses1,403 2,306 
  Change in fair value of derivatives2,425 (1,287)
  Foreign currency translation(24,457)19,721 
Other comprehensive (loss) income (20,629)20,740 
Comprehensive income $34,535 $92,769 
 
See accompanying notes.
-5-


 SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2024 and 2023
(Dollars in thousands)
(Unaudited)

 20242023
Cash flows provided by (used in) operating activities:  
Net income$55,164 $72,029 
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  
Depreciation and amortization66,430 64,843 
Amortization of debt discount and debt issuance costs1,347 1,333 
Rationalization charges11,691 4,121 
Stock compensation expense4,115 3,681 
Other changes that provided (used) cash:  
Trade accounts receivable, net(355,645)(271,224)
Inventories(22,319)(279,982)
Trade accounts payable(281,165)(176,147)
Accrued liabilities(30,041)(49,812)
Other, net2,613 (616)
Net cash (used in) operating activities(547,810)(631,774)
Cash flows provided by (used in) investing activities:  
Capital expenditures(75,258)(67,871)
Proceeds from asset sales2,495 372 
Other, net301 508 
Net cash (used in) investing activities(72,462)(66,991)
Cash flows provided by (used in) financing activities:  
Borrowings under revolving loans597,879 783,454 
Repayments under revolving loans(15,469)(28,442)
Repayment of principal amounts under finance leases(346)(658)
Proceeds from issuance of long-term debt 2,146 
Repayments of long-term debt(100,000)(50,705)
Changes in outstanding checks - principally vendors(160,576)(61,433)
Dividends paid on common stock(21,137)(20,575)
Repurchase of common stock(7,675)(13,412)
Net cash provided by financing activities292,676 610,375 
Effect of exchange rate changes on cash and cash equivalents(6,686)3,828 
Cash and cash equivalents:  
Net (decrease)(334,282)(84,562)
Balance at beginning of year642,923 585,622 
Balance at end of period$308,641 $501,060 
Interest paid, net$50,290 $34,764 
Income taxes paid, net17,003 20,086 

See accompanying notes.
-6-


SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three months ended March 31, 2024 and 2023
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
 

20242023
Common stock - shares outstanding
Balance at beginning of period
106,500 110,079 
Net issuance of treasury stock for vested
  restricted stock units
275 266 
Repurchases of common stock
 (93)
Balance at end of period
106,775 110,252 
Common stock - par value
Balance at beginning and end of period
$1,751 $1,751 
Paid-in capital
Balance at beginning of period
353,848 339,839 
Stock compensation expense
4,115 3,681 
Net issuance of treasury stock for vested
  restricted stock units
(1,434)(1,363)
Balance at end of period
356,529 342,157 
Retained earnings
Balance at beginning of period
3,208,237 2,961,079 
Net income
55,164 72,029 
Dividends declared on common stock
(20,487)(20,004)
Balance at end of period
3,242,914 3,013,104 
Accumulated other comprehensive loss
Balance at beginning of period
(251,361)(345,310)
Other comprehensive (loss) income (20,629)20,740 
Balance at end of period
(271,990)(324,570)
Treasury stock
Balance at beginning of period
(1,423,117)(1,239,103)
Net issuance of treasury stock for vested
  restricted stock units
(6,241)(7,249)
Repurchases of common stock
 (4,800)
Balance at end of period
(1,429,358)(1,251,152)
Total stockholders’ equity$1,899,846 $1,781,290 
Dividends declared on common stock per share$0.19 $0.18 

See accompanying notes.
-7-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)


Note 1.               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, 2023 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, 2023.

Certain prior year amounts have been reclassified to confirm with the current year's presentation.

Note 2.               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 for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Dispensing and Specialty Closures$535,920 $579,932 
Metal Containers617,129 670,096 
Custom Containers163,989 168,253 
$1,317,038 $1,418,281 

Revenues by geography for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
North America$981,963 $1,056,526 
Europe and other335,075 361,755 
$1,317,038 $1,418,281 

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $97.2 million, $108.5 million, and $100.0 million as of March 31, 2024 and 2023 and December 31, 2023, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

-8-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 3.               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 for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Dispensing and Specialty Closures$6,557 $114 
Metal Containers3,584 3,903 
Custom Containers1,550 104 
 $11,691 $4,121 

Activity in reserves for our rationalization plans were as follows:
Employee
Severance
and Benefits
Plant
Exit
Costs
Non-Cash
Asset
Write-Down
Total
 (Dollars in thousands)
Balance at December 31, 2023
$33,555 $465 $ $34,020 
Charged to expense4,088 7,255 348 11,691 
Utilized and currency translation(4,229)(7,555)(348)(12,132)
Balance at March 31, 2024
$33,414 $165 $ $33,579 

Rationalization reserves as of March 31, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $7.2 million and other liabilities of $26.4 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 $8.1 million and $14.3 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 $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.




-9-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 4.               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
Defined Benefit
Plan Costs
Change in Fair
Value of
Derivatives
Foreign
Currency
Translation
Total
 (Dollars in thousands)
Balance at December 31, 2023
$(133,523)$(216)$(117,622)$(251,361)
Other comprehensive loss before reclassifications 2,884 (24,457)(21,573)
Amounts reclassified from accumulated other
    comprehensive loss
1,403 (459) 944 
 Other comprehensive loss1,403 2,425 (24,457)(20,629)
Balance at March 31, 2024
$(132,120)$2,209 $(142,079)$(271,990)
 
The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2024 were net (losses) of $(1.8) million, excluding income tax benefits of $0.4 million. For the three months ended March 31, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.8) million. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2024 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three months ended March 31, 2024 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 $(33.5) million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.1 million, and (iii) foreign currency gains related to our net investment hedges of $11.6 million, excluding an income tax (provision) of $(2.7) million. See Note 7 for further discussion.



-10-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 5.               Inventories

Inventories consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Raw materials$395,261 $498,580 $465,375 
Work-in-process209,296 254,373 219,462 
Finished goods652,724 630,233 556,737 
Other17,341 16,205 16,616 
 1,274,622 1,399,391 1,258,190 
Adjustment to value inventory at cost on the LIFO method(317,382)(344,312)(317,382)
 $957,240 $1,055,079 $940,808 


Note 6.               Long-Term Debt

Long-term debt consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Bank debt   
Bank revolving loans$580,000 $755,000 $ 
U.S. term loans850,000 950,000 950,000 
Other foreign bank revolving and term loans57,435 51,840 56,243 
Total bank debt1,487,435 1,756,840 1,006,243 
3¼% Senior Notes
702,000 706,160 717,990 
4⅛% Senior Notes600,000 600,000 600,000 
2¼% Senior Notes540,000 543,200 552,300 
1.4% Senior Secured Notes
500,000 500,000 500,000 
Finance leases62,905 65,050 63,302 
Total debt - principal3,892,340 4,171,250 3,439,835 
Less unamortized debt issuance costs and debt discount11,985 16,109 13,069 
Total debt3,880,355 4,155,141 3,426,766 
Less current portion1,345,851 784,795 880,315 
 $2,534,504 $3,370,346 $2,546,451 

At March 31, 2024, the current portion of long-term debt consisted of $702.0 million of 3¼% Senior Notes due 2025, $580.0 million of U.S. revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $36.3 million of other foreign bank revolving and term loans and $27.6 million of finance leases.



-11-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 7.               Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2024:

Carrying
Amount
Fair
Value
 (Dollars in thousands)
Assets:  
Cash and cash equivalents$308,641 $308,641 
Liabilities:  
Bank debt$1,487,435 $1,487,435 
3¼% Senior Notes702,000 695,415 
4⅛% Senior Notes599,469 567,708 
2¼% Senior Notes540,000 493,063 
1.4% Senior Secured Notes
499,889 457,980 

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2024 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.

-12-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

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

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 months ended March 31, 2024. The total fair value of our interest rate swaps agreements in effect at March 31, 2024 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2024. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2024 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 months ended March 31, 2024 were $11.6 million.



-13-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 8.               Commitments and Contingencies

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.


Note 9.               Supply Chain Finance Program

We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. 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 $252.6 million, $318.4 million and $330.2 million at March 31, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.


Note 10.               Retirement Benefits

The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Service cost$2,165 $2,229 
Interest cost8,413 8,709 
Expected return on plan assets(10,771)(10,189)
Amortization of prior service cost 23 28 
Amortization of actuarial losses1,852 2,945 
Net periodic benefit cost $1,682 $3,722 
 
The components of the net periodic other postretirement benefit cost (credit) for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Service cost$7 $14 
Interest cost165 189 
Amortization of prior service credit(5)(235)
Amortization of actuarial gains(84)(161)
Net periodic benefit cost (credit)$83 $(193)



-14-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 11.               Income Taxes

Silgan 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 2022 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2023 and 2024 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.


Note 12.               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. We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2024. At March 31, 2024, we had approximately $93.3 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2024, we issued 449,998 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 our stock-based compensation plans. In accordance with the applicable agreements for such restricted stock units, we repurchased 174,819 shares of our common stock at an average cost of $43.91 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2024, 68,337,362 shares of our common stock were held in treasury.


Note 13.             Stock-Based Compensation

We 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. During the first three months of 2024, 460,600 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $20.2 million, which is being amortized ratably over the respective vesting period from the grant date.



-15-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Note 14.             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 (income) expense for U.S. pension plans and rationalization charges. 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 for the three months ended March 31 was as follows:
Dispensing and Specialty ClosuresMetal
Containers
Custom
Containers
CorporateTotal
 (Dollars in thousands)
Three months ended March 31, 2024     
Net sales$535,920 $617,129 $163,989 $ $1,317,038 
Income before interest and income taxes59,760 41,665 17,786 (7,492)111,719 
Adjusted EBIT77,850 44,954 20,168 (7,492)135,480 
Depreciation25,151 18,913 9,064 21 53,149 
Three months ended March 31, 2023     
Net sales$579,932 $670,096 $168,253 $ $1,418,281 
Income before interest and income taxes70,946 47,797 18,451 (5,966)131,228 
Adjusted EBIT82,936 52,400 20,034 (5,966)149,404 
Depreciation24,759 17,988 8,835 40 51,622 


-16-


SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2024 and 2023 and for the
three months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:
20242023
 (Dollars in thousands)
Total adjusted EBIT $135,480 $149,404 
Less:
Acquired intangible asset amortization expense13,281 13,221 
Other pension (income) expense for U.S. pension plans(1,211)834 
Rationalization charges11,691 4,121 
Income before interest and income taxes111,719 131,228 
Less interest and other debt expense38,647 36,766 
Income before income taxes$73,072 $94,462 

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.


-17-


Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended.  Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our other filings with the Securities and Exchange Commission.  As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.
 

General

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products.  We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns.  We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.








-18-



RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31 :
20242023
Net sales
Dispensing and Specialty Closures40.7 %40.9 %
Metal Containers46.9 47.2 
Custom Containers12.4 11.9 
Consolidated100.0 100.0 
Cost of goods sold83.0 83.2 
Gross profit17.0 16.8 
Selling, general and administrative expenses7.6 7.1 
Rationalization charges0.9 0.3 
Other pension and postretirement expense (income)— 0.1 
Income before interest and income taxes8.5 9.3 
Interest and other debt expense2.9 2.6 
Income before income taxes5.6 6.7 
Provision for income taxes1.4 1.6 
Net income4.2 %5.1 %

Summary unaudited results of operations for the three months ended March 31 are provided below.
 20242023
(dollars in millions)
Net sales
Dispensing and Specialty Closures$535.9 $579.9 
Metal Containers617.1 670.1 
Custom Containers164.0 168.3 
Consolidated$1,317.0 $1,418.3 
Income before interest and income taxes
Dispensing and Specialty Closures$59.7 $70.9 
Metal Containers41.7 47.8 
Custom Containers17.8 18.5 
Corporate(7.5)(6.0)
Consolidated$111.7 $131.2 


Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023

Net Sales.  In the first quarter of 2024, consolidated net sales were $1.32 billion, a decrease of $101.3 million, or 7.1 percent, as compared to the first quarter of 2023 primarily due to lower volumes across all segments, the unfavorable impact from the pass through of lower raw material costs in the metal containers segment and a less favorable mix of products sold in the dispensing and specialty closures segment. These decreases were partially offset by a more favorable mix of products sold in the metal containers segment and the impact from favorable foreign currency translation.

Gross Profit.  Gross profit margin increased 0.2 percentage points to 17.0 percent in the first quarter of 2024 as compared to the same period in 2023 primarily for the reasons discussed below in "Income before Interest and Income Taxes."

-19-



Selling, General and Administrative Expenses.  In the first quarter of 2024, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.6 percent as compared to 7.1 percent in the first quarter of 2023. For the first quarter of 2024, selling, general and administrative expenses decreased $0.9 million to $100.5 million as compared to the first quarter of 2023.

Income before Interest and Income Taxes.  In the first quarter of 2024, income before interest and income taxes decreased by $19.5 million to $111.7 million as compared to $131.2 million in the first quarter of 2023, and margins decreased to 8.5 percent from 9.3 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of lower volumes across all segments, the unfavorable impact of selling higher cost metal inventory from the prior year due to lower metal costs in 2024, higher rationalization charges and a more favorable mix of products sold in the custom containers segment, partially offset by improved operating and cost performance in all segments. Rationalization charges were $11.7 million and $4.1 million in the first quarters of 2024 and 2023, respectively.

Interest and Other Debt Expense. In the first quarter of 2024, interest and other debt expense increased $1.8 million to $38.6 million as compared to $36.8 million in the first quarter of 2023. This increase was primarily due to higher weighted average interest rates.

Provision for Income Taxes. For the first quarters of 2024 and 2023, the effective tax rates were 24.5 percent and 23.8 percent, respectively.

Non-GAAP Measures

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures.

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and rationalization charges. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs.
-20-



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

 20242023
(Dollars in millions)
Dispensing and Specialty Closures
Income before interest and income taxes (EBIT)$59.7 $70.9 
Acquired intangible asset amortization expense11.9 11.8 
Other pension (income) expense for U.S. pension plans(0.3)0.1 
Rationalization charges6.5 0.1 
Adjusted EBIT$77.8 $82.9 
Metal Containers
Income before interest and income taxes (EBIT)$41.7 $47.8 
Acquired intangible asset amortization expense0.3 0.3 
Other pension (income) expense for U.S. pension plans(0.6)0.4 
Rationalization charges3.6 3.9 
Adjusted EBIT$45.0 $52.4 
Custom Containers
Income before interest and income taxes (EBIT)$17.8 $18.5 
Acquired intangible asset amortization expense1.1 1.1 
Other pension (income) expense for U.S. pension plans(0.3)0.4 
Rationalization charges1.6 0.1 
Adjusted EBIT$20.2 $20.1 
Corporate
Loss before interest and income taxes (EBIT)$(7.5)$(6.0)
Adjusted EBIT$(7.5)$(6.0)
Total adjusted EBIT$135.5 $149.4 


-21-



Dispensing and Specialty Closures Segment
 20242023
(Dollars in millions)
Net sales$535.9 $579.9
Income before interest and income taxes (EBIT)59.7 70.9 
Income before interest and income taxes margin (EBIT margin)11.1 %12.2 %
Adjusted EBIT$77.8 $82.9
Adjusted EBIT margin14.5 %14.3 %

In the first quarter of 2024, net sales for the dispensing and specialty closures segment decreased $44.0 million, or 7.6 percent, as compared to the first quarter of 2023. This decrease was primarily the result of lower unit volumes of approximately seven percent and a less favorable mix of products sold, partially offset by the impact of favorable foreign currency translation of approximately $5 million. The decrease in unit volumes was principally the result of lower volumes for closures for food and beverage markets due to customer destocking priorities.

In the first quarter of 2024, adjusted EBIT of the dispensing and specialty closures segment decreased $5.1 million as compared to the first quarter of 2023, while adjusted EBIT margin increased to 14.5 percent from 14.3 percent over the same periods. The decrease in adjusted EBIT was primarily due to lower unit volumes and the unfavorable impact of selling higher cost inventory from the prior year in our European metal closures operations due to lower metal costs in 2024, partially offset by improved manufacturing productivity.

Metal Containers Segment
 20242023
(Dollars in millions)
Net sales$617.1 $670.1 
Income before interest and income taxes (EBIT)41.7 47.8 
Income before interest and income taxes margin (EBIT margin)6.8 %7.1 %
Adjusted EBIT$45.0 $52.4 
Adjusted EBIT margin7.3 %7.8 %

In the first quarter of 2024, net sales for the metal containers segment decreased $53.0 million, or 7.9 percent, as compared to the first quarter of 2023. This decrease was primarily the result of lower unit volumes of approximately five percent and the pass through of lower raw material costs, partially offset by a more favorable mix of products sold and the impact of favorable foreign currency translation of approximately $2 million. The decrease in unit volumes was principally the result of customer destocking across several categories in the first quarter of 2024 as compared to very strong customer demand in the first quarter of 2023.

In the first quarter of 2024, adjusted EBIT of the metal containers segment decreased $7.4 million as compared to the first quarter of 2023, and adjusted EBIT margin decreased to 7.3 percent from 7.8 percent for the same periods. The decrease in adjusted EBIT was primarily due to the unfavorable impact of selling higher cost inventory from the prior year in our European operations due to lower metal costs in 2024 and lower unit volumes, partially offset by lower selling, general and administrative costs.


-22-



Custom Containers Segment
 20242023
(Dollars in millions)
Net sales$164.0 $168.3 
Income before interest and income taxes (EBIT)17.8 18.5 
Income before interest and income taxes margin (EBIT margin)10.9 %11.0 %
Adjusted EBIT$20.2 $20.1 
Adjusted EBIT margin12.3 %11.9 %

In the first quarter of 2024, net sales for the custom containers segment decreased $4.3 million, or 2.6 percent, as compared to the first quarter of 2023. This decrease was principally due to lower volumes of approximately three percent primarily due to customer destocking during the quarter.

In the first quarter of 2024, adjusted EBIT of the custom containers segment increased $0.1 million as compared to the first quarter of 2023, and adjusted EBIT margin increased to 12.3 percent from 11.9 percent over the same periods. The increase in adjusted EBIT was primarily attributable to a more favorable mix of products sold, partially offset by lower volumes.



CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses.

For the three months ended March 31, 2024, we used net borrowings of revolving loans of an aggregate of $582.4 million and cash and cash equivalents of $334.3 million to fund cash used in operations of $547.8 million, decreases in outstanding checks of $160.6 million, the repayment of long-term debt of $100.0 million, net capital expenditures and other investing activities of $72.5 million, dividends paid on our common stock of $21.1 million, repurchases of our common stock of $7.7 million, the repayment of principal amounts under finance leases of $0.3 million and the negative effect of exchange rate changes on cash and cash equivalents of $6.7 million.
For the three months ended March 31, 2023, we used net borrowings of revolving loans and proceeds from other foreign long-term debt of an aggregate of $757.2 million and cash and cash equivalents of $84.6 million (after the positive effect of exchange rate changes of $3.8 million) to fund cash used in operations of $631.8 million, net capital expenditures and other investing activities of $67.0 million, decreases in outstanding checks of $61.4 million, the repayment of long-term debt of $50.7 million, dividends paid on our common stock of $20.6 million, repurchases of our common stock of $13.4 million and the repayment of principal amounts under finance leases of $0.7 million.

At March 31, 2024, we had $580.0 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at March 31, 2024 was $899.4 million.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $375 million. We fund seasonal working capital requirements through revolving loans under the Credit Agreement, other foreign bank loans and cash on hand. We may use the available portion of revolving loans under the Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, capital expenditures, dividends, stock repurchases and to refinance or repurchase other debt.

-23-



We believe that cash generated from operations and funds from borrowings available under the Credit Agreement and other foreign bank loans will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition.

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2024 with all of these covenants.


Supply Chain Finance Program

For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and do not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our creditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution. Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Condensed Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Outstanding trade accounts payables subject to this SCF program were approximately $252.6 million, $318.4 million and $330.2 million at March 31, 2024 and 2023 and December 31, 2023, respectively.


Guaranteed Securities

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

The following summarized financial information relates to the Obligor Group as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024. Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information. Investments in subsidiaries of Silgan that are not part of the Obligor Group of $1.6 billion as of March 31, 2024 and December 31, 2023 are not included in noncurrent assets in the table below.

 March 31, 2024Dec. 31, 2023
(Dollars in millions)
  
Current assets$1,435.4$1,403.5
Noncurrent assets5,532.93,988.8
Current liabilities1,965.51,967.8
Noncurrent liabilities3,103.03,123.8

At March 31, 2024 and December 31, 2023, the Obligor Group held current receivables due from other subsidiary companies of $23.8 million and $35.6 million, respectively; long-term notes receivable due from other subsidiary companies of
-24-



$731.0 million and $748.8 million, respectively; and current payables due to other subsidiary companies of $10.9 million and $10.9 million, respectively.
 Three months ended
March 31, 2024
(Dollars in millions)
 
Net sales$948.7
Gross profit136.1 
Net income33.9 

For the three months ended March 31, 2024, net income in the table above excludes income from equity method investments of other subsidiary companies of $21.3 million. For the three months ended March 31, 2024, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $14.2 million; net credits from such other subsidiary companies of $6.7 million; and net interest income from such other subsidiary companies of $9.5 million. For the three months ended March 31, 2024, the Obligor Group did not receive dividends from other subsidiary companies.


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. Under our rationalization plans, we made cash payments of $11.8 million and $5.1 million for the three months ended March 31, 2024 and 2023, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $8.1 million and $14.3 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 $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.
You should also read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2024 included elsewhere in this Quarterly Report.
-25-



Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international operations, in foreign currency exchange rates. In the normal course of business, we also have risk related to commodity price changes for items such as natural gas. We employ established policies and procedures to manage our exposure to these risks. Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives. We do not utilize derivative financial instruments for trading or other speculative purposes.

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Since such filing, other than the changes discussed in Note 7 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2024 included elsewhere in this Quarterly Report, there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

 

Item 4.  CONTROLS AND PROCEDURES
 
As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

-26-



Part II.  Other Information

Item 6.  Exhibits

Exhibit NumberDescription
22
*31.1
  
*31.2
  
*32.1
 
*32.2
  
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
  
101.SCHInline XBRL Taxonomy Extension Schema Document.
  
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
  
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
  
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
 
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
___________________ 
*Filed herewith.

-27-



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 SILGAN HOLDINGS INC.
   
   
   
Dated: May 8, 2024/s/ Kimberly I. Ulmer                  
 Kimberly I. Ulmer
 Senior Vice President and
 Chief Financial Officer
 (Principal Financial and
 Accounting Officer)

-28-

Exhibit 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Adam J. Greenlee, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of Silgan Holdings Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 Date:  May 8, 2024/s/ Adam J. Greenlee
 Adam J. Greenlee
 Chief Executive Officer and President
 



Exhibit 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kimberly I. Ulmer, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of Silgan Holdings Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:  May 8, 2024/s/ Kimberly I. Ulmer
 Kimberly I. Ulmer
 Senior Vice President and
 Chief Financial Officer



Exhibit 32.1


CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT


In connection with the Quarterly Report of Silgan Holdings Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Adam J. Greenlee, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 (1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 (2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Adam J. Greenlee
Adam J. Greenlee
Chief Executive Officer and President
May 8, 2024


A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.2


CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT


In connection with the Quarterly Report of Silgan Holdings Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Kimberly I. Ulmer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 (1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 (2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kimberly I. Ulmer
Kimberly I. Ulmer
Senior Vice President and
Chief Financial Officer

May 8, 2024


A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.1.u1
Cover - shares
3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
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 $0.01 per share  
Trading Symbol SLGN  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   106,775,134
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0000849869  
Current Fiscal Year End Date --12-31  
v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Current assets:      
Cash and cash equivalents $ 308,641 $ 642,923 $ 501,060
Trade accounts receivable, net 946,051 599,524 936,048
Inventories 957,240 940,808 1,055,079
Prepaid expenses and other current assets 164,439 165,727 132,822
Total current assets 2,376,371 2,348,982 2,625,009
Property, plant and equipment, net 1,943,682 1,961,585 1,930,003
Goodwill 1,997,285 2,018,241 2,001,753
Other intangible assets, net 702,033 721,023 755,883
Other assets, net 554,884 561,405 549,074
Assets, total 7,574,255 7,611,236 7,861,722
Current liabilities:      
Revolving loans and current portion of long-term debt 1,345,851 880,315 784,795
Trade accounts payable 609,832 1,075,913 716,487
Accrued payroll and related costs 100,118 97,886 101,881
Accrued liabilities 233,676 257,742 240,952
Total current liabilities 2,289,477 2,311,856 1,844,115
Long-term debt 2,534,504 2,546,451 3,370,346
Deferred income taxes 432,266 433,666 389,010
Other liabilities 418,162 429,905 476,961
Stockholders’ equity:      
Common stock 1,751 1,751 1,751
Paid-in capital 356,529 353,848 342,157
Retained earnings 3,242,914 3,208,237 3,013,104
Accumulated other comprehensive loss (271,990) (251,361) (324,570)
Treasury stock (1,429,358) (1,423,117) (1,251,152)
Total stockholders’ equity 1,899,846 1,889,358 1,781,290
Liabilities and equity $ 7,574,255 $ 7,611,236 $ 7,861,722
v3.24.1.u1
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net sales $ 1,317,038 $ 1,418,281
Cost of goods sold 1,093,559 1,180,316
Gross profit 223,479 237,965
Selling, general and administrative expenses 100,476 101,330
Rationalization charges 11,691 4,121
Other pension and postretirement (income) expense (407) 1,286
Income before interest and income taxes 111,719 131,228
Less interest and other debt expense 38,647 36,766
Income before income taxes 73,072 94,462
Provision for income taxes 17,908 22,433
Net income $ 55,164 $ 72,029
Earnings per share    
Basic net income per share (usd per share) $ 0.52 $ 0.65
Diluted net income per share (usd per share) $ 0.52 $ 0.65
Weighted average number of shares    
Basic (in shares) 106,646 110,219
Effect of dilutive securities (in shares) 405 630
Diluted (in shares) 107,051 110,849
v3.24.1.u1
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net income $ 55,164 $ 72,029
Other comprehensive income (loss), net of tax:    
Changes in net prior service credit and actuarial losses 1,403 2,306
Change in fair value of derivatives 2,425 (1,287)
Foreign currency translation (24,457) 19,721
Other comprehensive (loss) income (20,629) 20,740
Comprehensive income $ 34,535 $ 92,769
v3.24.1.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows provided by (used in) operating activities:    
Net income $ 55,164 $ 72,029
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation and amortization 66,430 64,843
Amortization of debt discount and debt issuance costs 1,347 1,333
Rationalization charges 11,691 4,121
Stock compensation expense 4,115 3,681
Other changes that provided (used) cash:    
Trade accounts receivable, net (355,645) (271,224)
Inventories (22,319) (279,982)
Trade accounts payable (281,165) (176,147)
Accrued liabilities (30,041) (49,812)
Other, net 2,613 (616)
Net cash (used in) operating activities (547,810) (631,774)
Cash flows provided by (used in) investing activities:    
Capital expenditures (75,258) (67,871)
Proceeds from asset sales 2,495 372
Other, net 301 508
Net cash (used in) investing activities (72,462) (66,991)
Cash flows provided by (used in) financing activities:    
Borrowings under revolving loans 597,879 783,454
Repayments under revolving loans (15,469) (28,442)
Repayment of principal amounts under finance leases (346) (658)
Proceeds from issuance of long-term debt 0 2,146
Repayments of long-term debt (100,000) (50,705)
Changes in outstanding checks - principally vendors (160,576) (61,433)
Dividends paid on common stock (21,137) (20,575)
Repurchase of common stock (7,675) (13,412)
Net cash provided by financing activities 292,676 610,375
Effect of exchange rate changes on cash and cash equivalents (6,686) 3,828
Cash and cash equivalents:    
Net (decrease) (334,282) (84,562)
Balance at beginning of year 642,923 585,622
Balance at end of period 308,641 501,060
Interest paid, net 50,290 34,764
Income taxes paid, net $ 17,003 $ 20,086
v3.24.1.u1
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, 2022   $ 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)   266        
Repurchase of common stock (in shares)   (93)        
Stock compensation expense     3,681      
Net issuance of treasury stock for vested restricted stock units     (1,363)     (7,249)
Net income $ 72,029     72,029    
Dividends declared on common stock       (20,004)    
Other comprehensive (loss) income         20,740  
Repurchases of common stock           (4,800)
Ending balance at Mar. 31, 2023 $ 1,781,290 $ 1,751 342,157 3,013,104 (324,570) (1,251,152)
Ending balance (in shares) at Mar. 31, 2023   110,252        
Increase (Decrease) in Stockholders' Equity            
Dividends declared on common stock per share (usd per share) $ 0.18          
Beginning balance at Dec. 31, 2023 $ 1,889,358 $ 1,751 353,848 3,208,237 (251,361) (1,423,117)
Beginning balance (in shares) at Dec. 31, 2023   106,500        
Increase (Decrease) in Stockholders' Equity            
Net issuance of treasury stock for vested restricted stock units (in shares)   275        
Repurchase of common stock (in shares)   0        
Stock compensation expense     4,115      
Net issuance of treasury stock for vested restricted stock units     (1,434)     (6,241)
Net income 55,164     55,164    
Dividends declared on common stock       (20,487)    
Other comprehensive (loss) income         (20,629)  
Repurchases of common stock           0
Ending balance at Mar. 31, 2024 $ 1,899,846 $ 1,751 $ 356,529 $ 3,242,914 $ (271,990) $ (1,429,358)
Ending balance (in shares) at Mar. 31, 2024   106,775        
Increase (Decrease) in Stockholders' Equity            
Dividends declared on common stock per share (usd per share) $ 0.19          
v3.24.1.u1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
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, 2023 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, 2023.

Certain prior year amounts have been reclassified to confirm with the current year's presentation.
v3.24.1.u1
Revenue
3 Months Ended
Mar. 31, 2024
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 for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Dispensing and Specialty Closures$535,920 $579,932 
Metal Containers617,129 670,096 
Custom Containers163,989 168,253 
$1,317,038 $1,418,281 

Revenues by geography for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
North America$981,963 $1,056,526 
Europe and other335,075 361,755 
$1,317,038 $1,418,281 
Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $97.2 million, $108.5 million, and $100.0 million as of March 31, 2024 and 2023 and December 31, 2023, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.
v3.24.1.u1
Rationalization Charges
3 Months Ended
Mar. 31, 2024
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 for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Dispensing and Specialty Closures$6,557 $114 
Metal Containers3,584 3,903 
Custom Containers1,550 104 
 $11,691 $4,121 

Activity in reserves for our rationalization plans were as follows:
Employee
Severance
and Benefits
Plant
Exit
Costs
Non-Cash
Asset
Write-Down
Total
 (Dollars in thousands)
Balance at December 31, 2023
$33,555 $465 $— $34,020 
Charged to expense4,088 7,255 348 11,691 
Utilized and currency translation(4,229)(7,555)(348)(12,132)
Balance at March 31, 2024
$33,414 $165 $— $33,579 

Rationalization reserves as of March 31, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $7.2 million and other liabilities of $26.4 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 $8.1 million and $14.3 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 $0.8 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.
v3.24.1.u1
Accumulated Other Comprehensive Loss
3 Months Ended
Mar. 31, 2024
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
Defined Benefit
Plan Costs
Change in Fair
Value of
Derivatives
Foreign
Currency
Translation
Total
 (Dollars in thousands)
Balance at December 31, 2023
$(133,523)$(216)$(117,622)$(251,361)
Other comprehensive loss before reclassifications— 2,884 (24,457)(21,573)
Amounts reclassified from accumulated other
    comprehensive loss
1,403 (459)— 944 
 Other comprehensive loss1,403 2,425 (24,457)(20,629)
Balance at March 31, 2024
$(132,120)$2,209 $(142,079)$(271,990)
 
The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2024 were net (losses) of $(1.8) million, excluding income tax benefits of $0.4 million. For the three months ended March 31, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.8) million. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2024 were not significant.
Other comprehensive loss before reclassifications related to foreign currency translation for the three months ended March 31, 2024 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 $(33.5) million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.1 million, and (iii) foreign currency gains related to our net investment hedges of $11.6 million, excluding an income tax (provision) of $(2.7) million. See Note 7 for further discussion.
v3.24.1.u1
Inventories
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Raw materials$395,261 $498,580 $465,375 
Work-in-process209,296 254,373 219,462 
Finished goods652,724 630,233 556,737 
Other17,341 16,205 16,616 
 1,274,622 1,399,391 1,258,190 
Adjustment to value inventory at cost on the LIFO method(317,382)(344,312)(317,382)
 $957,240 $1,055,079 $940,808 
v3.24.1.u1
Long-Term Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Bank debt   
Bank revolving loans$580,000 $755,000 $— 
U.S. term loans850,000 950,000 950,000 
Other foreign bank revolving and term loans57,435 51,840 56,243 
Total bank debt1,487,435 1,756,840 1,006,243 
3¼% Senior Notes
702,000 706,160 717,990 
4⅛% Senior Notes600,000 600,000 600,000 
2¼% Senior Notes540,000 543,200 552,300 
1.4% Senior Secured Notes
500,000 500,000 500,000 
Finance leases62,905 65,050 63,302 
Total debt - principal3,892,340 4,171,250 3,439,835 
Less unamortized debt issuance costs and debt discount11,985 16,109 13,069 
Total debt3,880,355 4,155,141 3,426,766 
Less current portion1,345,851 784,795 880,315 
 $2,534,504 $3,370,346 $2,546,451 
At March 31, 2024, the current portion of long-term debt consisted of $702.0 million of 3¼% Senior Notes due 2025, $580.0 million of U.S. revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $36.3 million of other foreign bank revolving and term loans and $27.6 million of finance leases.
v3.24.1.u1
Financial Instruments
3 Months Ended
Mar. 31, 2024
Investments, All Other Investments [Abstract]  
Financial Instruments Financial Instruments
The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2024:

Carrying
Amount
Fair
Value
 (Dollars in thousands)
Assets:  
Cash and cash equivalents$308,641 $308,641 
Liabilities:  
Bank debt$1,487,435 $1,487,435 
3¼% Senior Notes702,000 695,415 
4⅛% Senior Notes599,469 567,708 
2¼% Senior Notes540,000 493,063 
1.4% Senior Secured Notes
499,889 457,980 

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2024 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

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 months ended March 31, 2024. The total fair value of our interest rate swaps agreements in effect at March 31, 2024 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2024. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2024 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 months ended March 31, 2024 were $11.6 million.
v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
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.
v3.24.1.u1
Supply Chain Finance Program
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Supply Chain Finance Program Supply Chain Finance Program
We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. 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 $252.6 million, $318.4 million and $330.2 million at March 31, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.
v3.24.1.u1
Retirement Benefits
3 Months Ended
Mar. 31, 2024
Retirement Benefits [Abstract]  
Retirement Benefits Retirement Benefits
The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Service cost$2,165 $2,229 
Interest cost8,413 8,709 
Expected return on plan assets(10,771)(10,189)
Amortization of prior service cost 23 28 
Amortization of actuarial losses1,852 2,945 
Net periodic benefit cost $1,682 $3,722 
 
The components of the net periodic other postretirement benefit cost (credit) for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Service cost$$14 
Interest cost165 189 
Amortization of prior service credit(5)(235)
Amortization of actuarial gains(84)(161)
Net periodic benefit cost (credit)$83 $(193)
v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 2024
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 2022 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2023 and 2024 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.
v3.24.1.u1
Treasury Stock
3 Months Ended
Mar. 31, 2024
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. We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2024. At March 31, 2024, we had approximately $93.3 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2024, we issued 449,998 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 our stock-based compensation plans. In accordance with the applicable agreements for such restricted stock units, we repurchased 174,819 shares of our common stock at an average cost of $43.91 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2024, 68,337,362 shares of our common stock were held in treasury.
v3.24.1.u1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
We 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. During the first three months of 2024, 460,600 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $20.2 million, which is being amortized ratably over the respective vesting period from the grant date.
v3.24.1.u1
Segment Information
3 Months Ended
Mar. 31, 2024
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 (income) expense for U.S. pension plans and rationalization charges. 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 for the three months ended March 31 was as follows:
Dispensing and Specialty ClosuresMetal
Containers
Custom
Containers
CorporateTotal
 (Dollars in thousands)
Three months ended March 31, 2024     
Net sales$535,920 $617,129 $163,989 $— $1,317,038 
Income before interest and income taxes59,760 41,665 17,786 (7,492)111,719 
Adjusted EBIT77,850 44,954 20,168 (7,492)135,480 
Depreciation25,151 18,913 9,064 21 53,149 
Three months ended March 31, 2023     
Net sales$579,932 $670,096 $168,253 $— $1,418,281 
Income before interest and income taxes70,946 47,797 18,451 (5,966)131,228 
Adjusted EBIT82,936 52,400 20,034 (5,966)149,404 
Depreciation24,759 17,988 8,835 40 51,622 
Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:
20242023
 (Dollars in thousands)
Total adjusted EBIT $135,480 $149,404 
Less:
Acquired intangible asset amortization expense13,281 13,221 
Other pension (income) expense for U.S. pension plans(1,211)834 
Rationalization charges11,691 4,121 
Income before interest and income taxes111,719 131,228 
Less interest and other debt expense38,647 36,766 
Income before income taxes$73,072 $94,462 

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.
v3.24.1.u1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
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, 2023 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, 2023.

Certain prior year amounts have been reclassified to confirm with the current year's presentation.
v3.24.1.u1
Revenue (Tables)
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue Revenues by segment for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Dispensing and Specialty Closures$535,920 $579,932 
Metal Containers617,129 670,096 
Custom Containers163,989 168,253 
$1,317,038 $1,418,281 

Revenues by geography for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
North America$981,963 $1,056,526 
Europe and other335,075 361,755 
$1,317,038 $1,418,281 
v3.24.1.u1
Rationalization Charges (Tables)
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Activity in Rationalization Plan Reserves Rationalization charges by segment for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Dispensing and Specialty Closures$6,557 $114 
Metal Containers3,584 3,903 
Custom Containers1,550 104 
 $11,691 $4,121 

Activity in reserves for our rationalization plans were as follows:
Employee
Severance
and Benefits
Plant
Exit
Costs
Non-Cash
Asset
Write-Down
Total
 (Dollars in thousands)
Balance at December 31, 2023
$33,555 $465 $— $34,020 
Charged to expense4,088 7,255 348 11,691 
Utilized and currency translation(4,229)(7,555)(348)(12,132)
Balance at March 31, 2024
$33,414 $165 $— $33,579 
v3.24.1.u1
Accumulated Other Comprehensive Loss (Tables)
3 Months Ended
Mar. 31, 2024
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
Defined Benefit
Plan Costs
Change in Fair
Value of
Derivatives
Foreign
Currency
Translation
Total
 (Dollars in thousands)
Balance at December 31, 2023
$(133,523)$(216)$(117,622)$(251,361)
Other comprehensive loss before reclassifications— 2,884 (24,457)(21,573)
Amounts reclassified from accumulated other
    comprehensive loss
1,403 (459)— 944 
 Other comprehensive loss1,403 2,425 (24,457)(20,629)
Balance at March 31, 2024
$(132,120)$2,209 $(142,079)$(271,990)
v3.24.1.u1
Inventories (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories
Inventories consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Raw materials$395,261 $498,580 $465,375 
Work-in-process209,296 254,373 219,462 
Finished goods652,724 630,233 556,737 
Other17,341 16,205 16,616 
 1,274,622 1,399,391 1,258,190 
Adjustment to value inventory at cost on the LIFO method(317,382)(344,312)(317,382)
 $957,240 $1,055,079 $940,808 
v3.24.1.u1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Long-term Debt
Long-term debt consisted of the following: 
March 31, 2024March 31, 2023Dec. 31, 2023
 (Dollars in thousands)
Bank debt   
Bank revolving loans$580,000 $755,000 $— 
U.S. term loans850,000 950,000 950,000 
Other foreign bank revolving and term loans57,435 51,840 56,243 
Total bank debt1,487,435 1,756,840 1,006,243 
3¼% Senior Notes
702,000 706,160 717,990 
4⅛% Senior Notes600,000 600,000 600,000 
2¼% Senior Notes540,000 543,200 552,300 
1.4% Senior Secured Notes
500,000 500,000 500,000 
Finance leases62,905 65,050 63,302 
Total debt - principal3,892,340 4,171,250 3,439,835 
Less unamortized debt issuance costs and debt discount11,985 16,109 13,069 
Total debt3,880,355 4,155,141 3,426,766 
Less current portion1,345,851 784,795 880,315 
 $2,534,504 $3,370,346 $2,546,451 
v3.24.1.u1
Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2024
Investments, All Other Investments [Abstract]  
Summary of Carrying Amounts and Estimated Fair Values of Other Financial Instruments The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2024:
Carrying
Amount
Fair
Value
 (Dollars in thousands)
Assets:  
Cash and cash equivalents$308,641 $308,641 
Liabilities:  
Bank debt$1,487,435 $1,487,435 
3¼% Senior Notes702,000 695,415 
4⅛% Senior Notes599,469 567,708 
2¼% Senior Notes540,000 493,063 
1.4% Senior Secured Notes
499,889 457,980 
v3.24.1.u1
Retirement Benefits (Tables)
3 Months Ended
Mar. 31, 2024
Retirement Benefits [Abstract]  
Components of Net Periodic Benefit Cost (Credit)
The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:
20242023
 (Dollars in thousands)
Service cost$2,165 $2,229 
Interest cost8,413 8,709 
Expected return on plan assets(10,771)(10,189)
Amortization of prior service cost 23 28 
Amortization of actuarial losses1,852 2,945 
Net periodic benefit cost $1,682 $3,722 
 
The components of the net periodic other postretirement benefit cost (credit) for the three months ended March 31 were as follows:
20242023
(Dollars in thousands)
Service cost$$14 
Interest cost165 189 
Amortization of prior service credit(5)(235)
Amortization of actuarial gains(84)(161)
Net periodic benefit cost (credit)$83 $(193)
v3.24.1.u1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Reportable Operating Segment Information
Reportable segment information for the three months ended March 31 was as follows:
Dispensing and Specialty ClosuresMetal
Containers
Custom
Containers
CorporateTotal
 (Dollars in thousands)
Three months ended March 31, 2024     
Net sales$535,920 $617,129 $163,989 $— $1,317,038 
Income before interest and income taxes59,760 41,665 17,786 (7,492)111,719 
Adjusted EBIT77,850 44,954 20,168 (7,492)135,480 
Depreciation25,151 18,913 9,064 21 53,149 
Three months ended March 31, 2023     
Net sales$579,932 $670,096 $168,253 $— $1,418,281 
Income before interest and income taxes70,946 47,797 18,451 (5,966)131,228 
Adjusted EBIT82,936 52,400 20,034 (5,966)149,404 
Depreciation24,759 17,988 8,835 40 51,622 
Reconciliation of Adjusted EBIT to Income before Income Taxes
Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:
20242023
 (Dollars in thousands)
Total adjusted EBIT $135,480 $149,404 
Less:
Acquired intangible asset amortization expense13,281 13,221 
Other pension (income) expense for U.S. pension plans(1,211)834 
Rationalization charges11,691 4,121 
Income before interest and income taxes111,719 131,228 
Less interest and other debt expense38,647 36,766 
Income before income taxes$73,072 $94,462 
v3.24.1.u1
Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]      
Net sales $ 1,317,038 $ 1,418,281  
Trade Accounts Receivable | Unbilled Accounts Receivable      
Segment Reporting Information [Line Items]      
Contract assets 97,200 108,500 $ 100,000
North America      
Segment Reporting Information [Line Items]      
Net sales 981,963 1,056,526  
Europe and other      
Segment Reporting Information [Line Items]      
Net sales 335,075 361,755  
Dispensing and Specialty Closures      
Segment Reporting Information [Line Items]      
Net sales 535,920 579,932  
Metal Containers      
Segment Reporting Information [Line Items]      
Net sales 617,129 670,096  
Custom Containers      
Segment Reporting Information [Line Items]      
Net sales $ 163,989 $ 168,253  
v3.24.1.u1
Rationalization Charges - Rationalization Charges by Business Segment (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Rationalization charges $ 11,691 $ 4,121
Dispensing and Specialty Closures    
Restructuring Cost and Reserve [Line Items]    
Rationalization charges 6,557 114
Metal Containers    
Restructuring Cost and Reserve [Line Items]    
Rationalization charges 3,584 3,903
Custom Containers    
Restructuring Cost and Reserve [Line Items]    
Rationalization charges $ 1,550 $ 104
v3.24.1.u1
Rationalization Charges - Activity in Rationalization Plan Reserves (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restructuring Reserve [Roll Forward]    
Balance at December 31, 2023 $ 34,020  
Charged to expense 11,691 $ 4,121
Utilized and currency translation (12,132)  
Balance at March 31, 2024 33,579  
Employee Severance and Benefits    
Restructuring Reserve [Roll Forward]    
Balance at December 31, 2023 33,555  
Charged to expense 4,088  
Utilized and currency translation (4,229)  
Balance at March 31, 2024 33,414  
Plant Exit Costs    
Restructuring Reserve [Roll Forward]    
Balance at December 31, 2023 465  
Charged to expense 7,255  
Utilized and currency translation (7,555)  
Balance at March 31, 2024 165  
Non-Cash Asset Write-Down    
Restructuring Reserve [Roll Forward]    
Balance at December 31, 2023 0  
Charged to expense 348  
Utilized and currency translation (348)  
Balance at March 31, 2024 $ 0  
v3.24.1.u1
Rationalization Charges - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Restructuring reserve $ 33,579 $ 34,020
Other Restructuring | Rationalization Plan    
Restructuring Cost and Reserve [Line Items]    
Remaining expenses 8,100  
Remaining cash expenditures 14,300  
Annually Through 2040 | Central States Pension Plan withdrawal    
Restructuring Cost and Reserve [Line Items]    
Remaining cash expenditures 2,600  
Accretion expense 800  
Accrued Liabilities    
Restructuring Cost and Reserve [Line Items]    
Restructuring reserve 7,200  
Other Liabilities    
Restructuring Cost and Reserve [Line Items]    
Restructuring reserve $ 26,400  
v3.24.1.u1
Accumulated Other Comprehensive Loss - Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance $ 1,889,358  
Other comprehensive loss before reclassifications (21,573)  
Amounts reclassified from accumulated other comprehensive loss 944  
Other comprehensive (loss) income (20,629) $ 20,740
Ending balance 1,899,846 1,781,290
Accumulated other comprehensive loss    
Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (251,361) (345,310)
Ending balance (271,990) $ (324,570)
Unrecognized Net Defined Benefit Plan Costs    
Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (133,523)  
Other comprehensive loss before reclassifications 0  
Amounts reclassified from accumulated other comprehensive loss 1,403  
Other comprehensive (loss) income 1,403  
Ending balance (132,120)  
Change in Fair Value of Derivatives    
Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (216)  
Other comprehensive loss before reclassifications 2,884  
Amounts reclassified from accumulated other comprehensive loss (459)  
Other comprehensive (loss) income 2,425  
Ending balance 2,209  
Foreign Currency Translation    
Other Comprehensive Income (Loss) [Roll Forward]    
Beginning balance (117,622)  
Other comprehensive loss before reclassifications (24,457)  
Amounts reclassified from accumulated other comprehensive loss 0  
Other comprehensive (loss) income (24,457)  
Ending balance $ (142,079)  
v3.24.1.u1
Accumulated Other Comprehensive Loss - Narrative (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Unrecognized Net Defined Benefit Plan Costs  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Other comprehensive (loss) reclassification adjustment from AOCI $ (1.8)
Benefit for income taxes 0.4
Amortization of net actuarial (losses), before tax (1.8)
Accumulated Translation Adjustment  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Foreign currency gains (losses) (33.5)
Foreign currency transaction and translation gain arising during period related to intra-entity transactions of a long-term investment nature, net of tax 0.1
Foreign currency gains of net investment hedges included in accumulated other comprehensive 11.6
Foreign currency translation, tax benefit (provision) related to net investment hedges $ (2.7)
v3.24.1.u1
Inventories - Schedule of Inventory (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Inventory Disclosure [Abstract]      
Raw materials $ 395,261 $ 465,375 $ 498,580
Work-in-process 209,296 219,462 254,373
Finished goods 652,724 556,737 630,233
Other 17,341 16,616 16,205
Inventories, gross 1,274,622 1,258,190 1,399,391
Adjustment to value inventory at cost on the LIFO method (317,382) (317,382) (344,312)
Inventories $ 957,240 $ 940,808 $ 1,055,079
v3.24.1.u1
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Debt Instrument [Line Items]      
Total debt - principal $ 3,892,340 $ 3,439,835 $ 4,171,250
Less unamortized debt issuance costs and debt discount 11,985 13,069 16,109
Total debt 3,880,355 3,426,766 4,155,141
Less current portion 1,345,851 880,315 784,795
Long-term debt 2,534,504 2,546,451 3,370,346
Bank debt      
Debt Instrument [Line Items]      
Total debt - principal 1,487,435 1,006,243 1,756,840
3¼% Senior Notes | Senior Notes      
Debt Instrument [Line Items]      
Total debt - principal 702,000 717,990 706,160
Less current portion $ 702,000    
Senior note interest rate 3.25%    
1.4% Senior Secured Notes | Senior Notes      
Debt Instrument [Line Items]      
Senior note interest rate 1.40%    
Finance leases      
Debt Instrument [Line Items]      
Total debt - principal $ 62,905 63,302 65,050
Bank revolving loans | Bank debt      
Debt Instrument [Line Items]      
Total debt - principal 580,000 0 755,000
U.S. term loans | Bank debt      
Debt Instrument [Line Items]      
Total debt - principal 850,000 950,000 950,000
Other foreign bank revolving and term loans | Bank debt      
Debt Instrument [Line Items]      
Total debt - principal 57,435 56,243 51,840
Less current portion 36,300    
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 $ 540,000 552,300 543,200
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%    
U.S. revolving loans | Bank debt      
Debt Instrument [Line Items]      
Less current portion $ 580,000    
Finance leases      
Debt Instrument [Line Items]      
Less current portion $ 27,600    
v3.24.1.u1
Long-Term Debt - Narrative (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Debt Instrument [Line Items]      
Long-term debt, current maturities $ 1,345,851 $ 880,315 $ 784,795
Finance leases      
Debt Instrument [Line Items]      
Long-term debt, current maturities 27,600    
Bank debt | Other Foreign Bank Revolving and Term Loans      
Debt Instrument [Line Items]      
Long-term debt, current maturities 36,300    
3¼% Senior Notes | Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, current maturities $ 702,000    
v3.24.1.u1
Financial Instruments - Carrying Amounts and Estimated Fair Values of Other Financial Instruments (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
3¼% Senior Notes | Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Senior note interest rate 3.25%
1.4% Senior Secured Notes | Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Senior note interest rate 1.40%
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 $ 308,641
Carrying Amount | 3¼% Senior Notes | Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Short-term senior notes 702,000
Carrying Amount | Bank debt  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 1,487,435
Carrying Amount | Senior Notes | 4⅛% Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 599,469
Carrying Amount | Senior Notes | 2¼% Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 540,000
Carrying Amount | Senior Notes | 1.4% Senior Secured Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 499,889
Fair Value  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Cash and cash equivalents 308,641
Fair Value | 3¼% Senior Notes | Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Short-term senior notes 695,415
Fair Value | Bank debt  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 1,487,435
Fair Value | Senior Notes | 4⅛% Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 567,708
Fair Value | Senior Notes | 2¼% Senior Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes 493,063
Fair Value | Senior Notes | 1.4% Senior Secured Notes  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Long-term senior notes $ 457,980
v3.24.1.u1
Financial Instruments - Narrative (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
instrument
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   $ 75.0
USD Interest Rate Swap Contract Two, Maturity Date April 3, 2026    
Derivative [Line Items]    
Derivative, notional amount   75.0
USD Interest Rate Swap Contract Three, Maturity Date April 3, 2026    
Derivative [Line Items]    
Derivative, notional amount   75.0
USD Interest Rate Swap Contract Four, Maturity Date April 3, 2026    
Derivative [Line Items]    
Derivative, notional amount   $ 75.0
Accumulated Translation Adjustment    
Derivative [Line Items]    
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss $ 11.6  
v3.24.1.u1
Supply Chain Finance Program (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
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 $ 252.6 $ 330.2 $ 318.4
v3.24.1.u1
Retirement Benefits - Components of Net Periodic Benefit Cost (Credit) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pension Benefit Cost (Credit)    
Defined Benefit Plan Disclosure [Line Items]    
Service cost $ 2,165 $ 2,229
Interest cost 8,413 8,709
Expected return on plan assets (10,771) (10,189)
Amortization of prior service cost 23 28
Amortization of actuarial losses (gains) 1,852 2,945
Net periodic benefit cost (credit) 1,682 3,722
Other Postretirement Benefit Credit    
Defined Benefit Plan Disclosure [Line Items]    
Service cost 7 14
Interest cost 165 189
Amortization of prior service cost (5) (235)
Amortization of actuarial losses (gains) (84) (161)
Net periodic benefit cost (credit) $ 83 $ (193)
v3.24.1.u1
Treasury Stock (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 04, 2022
Equity, Class of Treasury Stock [Line Items]    
Treasury stock (in shares) 68,337,362  
2022 BOD Authorized Common Stock Repurchase    
Equity, Class of Treasury Stock [Line Items]    
Stock repurchase program, additional repurchase authorization   $ 300.0
Remaining authorized repurchase amount $ 93.3  
Activity Related to Restricted Stock Units Vested Under a prior Stock-based Compensation Plan    
Equity, Class of Treasury Stock [Line Items]    
Treasury shares issued for restricted stock units that vested during the period (in shares) 449,998  
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) 174,819  
Average cost per share of treasury stock acquired (usd per share) $ 43.91  
v3.24.1.u1
Stock-Based Compensation (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
plan
shares
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 460,600
Fair value of restricted stock units granted | $ $ 20.2
v3.24.1.u1
Segment Information - Reportable Business Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segment Reporting Information [Line Items]    
Net sales $ 1,317,038 $ 1,418,281
Income before interest and income taxes 111,719 131,228
Adjusted EBIT 135,480 149,404
Depreciation 53,149 51,622
Dispensing and Specialty Closures    
Segment Reporting Information [Line Items]    
Net sales 535,920 579,932
Income before interest and income taxes 59,760 70,946
Adjusted EBIT 77,850 82,936
Depreciation 25,151 24,759
Metal Containers    
Segment Reporting Information [Line Items]    
Net sales 617,129 670,096
Income before interest and income taxes 41,665 47,797
Adjusted EBIT 44,954 52,400
Depreciation 18,913 17,988
Custom Containers    
Segment Reporting Information [Line Items]    
Net sales 163,989 168,253
Income before interest and income taxes 17,786 18,451
Adjusted EBIT 20,168 20,034
Depreciation 9,064 8,835
Corporate    
Segment Reporting Information [Line Items]    
Net sales 0 0
Income before interest and income taxes (7,492) (5,966)
Adjusted EBIT (7,492) (5,966)
Depreciation $ 21 $ 40
v3.24.1.u1
Segment Information - Reconciliation of Adjusted EBIT to Income before Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segment Reporting Information [Line Items]    
Total adjusted EBIT $ 135,480 $ 149,404
Less:    
Other pension (income) expense for U.S. pension plans (407) 1,286
Rationalization charges 11,691 4,121
Income before interest and income taxes 111,719 131,228
Less interest and other debt expense 38,647 36,766
Income before income taxes 73,072 94,462
Segment Reconciling Items    
Less:    
Acquired intangible asset amortization expense 13,281 13,221
Other pension (income) expense for U.S. pension plans (1,211) 834
Rationalization charges $ 11,691 $ 4,121

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