10-Q

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 September 30, 2020

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  000-22117

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware		06-1269834
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)
4 Landmark Square
Stamford,	Connecticut	06901
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	Nasdaq Global Select Market

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 October 31, 2020, the number of shares outstanding of the Registrant’s common stock was 110,587,054.

-1-

SILGAN HOLDINGS INC.
TABLE OF CONTENTS
	Page No.
Part I.  Financial Information	3
Item 1.    Financial Statements	3
Condensed Consolidated Balance Sheets at September 30, 2020 and 2019 and December 31, 2019	3
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019	4
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019	5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	6
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2020 and 2019	7
Notes to Condensed Consolidated Financial Statements	8
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.    Controls and Procedures	28
Part II.  Other Information	29
Item 6.    Exhibits	29
Signatures	30

-2-

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	193,759	$	117,389	$	203,824
Trade accounts receivable, net	865,436		751,404		504,986
Inventories	678,181		703,206		633,005
Prepaid expenses and other current assets	84,715		61,310		64,993
Total current assets	1,822,091		1,633,309		1,406,808
Property, plant and equipment, net	1,785,787		1,522,541		1,570,331
Goodwill	1,702,463		1,128,151		1,142,223
Other intangible assets, net	633,256		358,046		354,615
Other assets, net	508,982		431,970		457,082
	$	6,452,579	$	5,074,017	$	4,931,059
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	284,465	$	841,430	$	29,813
Trade accounts payable	592,881		550,557		727,053
Accrued payroll and related costs	119,369		69,191		66,866
Accrued liabilities	245,626		156,599		194,797
Total current liabilities	1,242,341		1,617,777		1,018,529
Long-term debt	3,163,305		1,809,955		2,214,608
Deferred income taxes	371,966		274,107		254,836
Other liabilities	456,104		403,648		419,764
Stockholders’ equity:
Common stock	1,751		1,751		1,751
Paid-in capital	301,463		285,061		289,422
Retained earnings	2,348,728		2,118,860		2,141,302
Accumulated other comprehensive loss	(272,352)		(287,923)		(259,742)
Treasury stock	(1,160,727)		(1,149,219)		(1,149,411)
Total stockholders’ equity	1,218,863		968,530		1,023,322
	$	6,452,579	$	5,074,017	$	4,931,059

See accompanying notes.

-3-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and nine months ended September 30, 2020 and 2019

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
Net sales	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635
Cost of goods sold	1,230,148		1,113,727		3,027,809		2,884,510
Gross profit	258,351		207,615		667,544		557,125
Selling, general and administrative expenses	91,525		76,065		282,011		233,816
Rationalization charges	2,505		3,195		7,247		48,594
Other pension and postretirement income	(9,712)		(4,340)		(29,122)		(13,320)
Income before interest and income taxes	174,033		132,695		407,408		288,035
Interest and other debt expense before loss on early extinguishment of debt	27,725		26,767		77,051		82,272
Loss on early extinguishment of debt	—		1,676		1,481		1,676
Interest and other debt expense	27,725		28,443		78,532		83,948
Income before income taxes	146,308		104,252		328,876		204,087
Provision for income taxes	33,457		22,978		80,253		45,117
Net income	$	112,851	$	81,274	$	248,623	$	158,970
Earnings per share:
Basic net income per share	$	1.02	$	0.73	$	2.24	$	1.43
Diluted net income per share	$	1.01	$	0.73	$	2.23	$	1.43
Weighted average number of shares:
Basic	110,921		111,058		110,895		110,985
Effect of dilutive securities	691		463		565		554
Diluted	111,612		111,521		111,460		111,539

See accompanying notes.

-4-

 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended September 30, 2020 and 2019

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
Net income	$	112,851	$	81,274	$	248,623	$	158,970
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	1,807		2,625		4,555		7,745
Change in fair value of derivatives	681		(159)		(1,670)		(2,647)
Foreign currency translation	22,520		(25,016)		(15,495)		(24,213)
Other comprehensive income (loss)	25,008		(22,550)		(12,610)		(19,115)
Comprehensive income	$	137,859	$	58,724	$	236,013	$	139,855

See accompanying notes.

-5-

 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2020 and 2019

(Dollars in thousands)

(Unaudited)

	2020		2019
Cash flows provided by (used in) operating activities:
Net income	$	248,623	$	158,970
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	163,454		156,780
Rationalization charges	7,247		48,594
Stock compensation expense	13,880		12,669
Loss on early extinguishment of debt	1,481		1,676
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net	(311,008)		(250,783)
Inventories	2,435		(75,414)
Trade accounts payable	(73,814)		(63,609)
Accrued liabilities	57,187		(10,475)
Other, net	8,981		19,181
Net cash provided by (used in) operating activities	118,466		(2,411)
Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired	(940,875)		—
Capital expenditures	(165,163)		(166,848)
Other, net	999		509
Net cash used in investing activities	(1,105,039)		(166,339)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	993,406		1,139,329
Repayments under revolving loans	(748,539)		(464,759)
Proceeds from issuance of long-term debt	1,639,661		—
Repayments of long-term debt	(766,170)		(308,161)
Changes in outstanding checks - principally vendors	(79,006)		(83,670)
Dividends paid on common stock	(40,432)		(38,615)
Debt issuance costs	(10,265)		—
Repurchase of common stock	(13,155)		(27,364)
Net cash provided by financing activities	975,500		216,760
Effect of exchange rate changes on cash and cash equivalents	1,008		(3,440)
Cash and cash equivalents:
Net (decrease) increase	(10,065)		44,570
Balance at beginning of year	203,824		72,819
Balance at end of period	$	193,759	$	117,389
Interest paid, net	$	70,948	$	97,630
Income taxes paid, net	91,378		31,067

See accompanying notes.

-6-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the three and nine months ended September 30, 2020 and 2019

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
Common stock - shares outstanding
Balance at beginning of period	110,886		111,176		110,780		110,430
Net issuance of treasury stock for vested restricted stock units	—		—		365		746
Repurchases of common stock	—		(408)		(259)		(408)
Balance at end of period	110,886		110,768		110,886		110,768
Common stock - par value
Balance at beginning and end of period	$	1,751	$	1,751	$	1,751	$	1,751
Paid-in capital
Balance at beginning of period	296,639		280,636		289,422		276,062
Stock compensation expense	4,824		4,425		13,880		12,669
Net issuance of treasury stock for vested restricted stock units	—		—		(1,839)		(3,670)
Balance at end of period	301,463		285,061		301,463		285,061
Retained earnings
Balance at beginning of period	2,249,391		2,049,995		2,141,302		1,997,785
Net income	112,851		81,274		248,623		158,970
Dividends declared on common stock	(13,514)		(12,409)		(40,532)		(37,302)
Adoption of accounting standards updates related to credit losses in 2020 and leases in 2019	—		—		(665)		(593)
Balance at end of period	2,348,728		2,118,860		2,348,728		2,118,860
Accumulated other comprehensive loss
Balance at beginning of period	(297,360)		(265,373)		(259,742)		(268,808)
Other comprehensive income (loss)	25,008		(22,550)		(12,610)		(19,115)
Balance at end of period	(272,352)		(287,923)		(272,352)		(287,923)
Treasury stock
Balance at beginning of period	(1,160,727)		(1,137,107)		(1,149,411)		(1,125,525)
Net issuance of treasury stock for vested restricted stock units	—		—		(4,382)		(11,582)
Repurchases of common stock	—		(12,112)		(6,934)		(12,112)
Balance at end of period	(1,160,727)		(1,149,219)		(1,160,727)		(1,149,219)
Total stockholders' equity	$	1,218,863	$	968,530	$	1,218,863	$	968,530
Dividends declared on common stock per share	$	0.12	$	0.11	$	0.36	$	0.33

See accompanying notes.

-7-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine 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, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2020 assessment performed during the third quarter.

Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows.

Note 2.               Revenue

The following tables present our revenues disaggregated by reportable business segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	856,660	$	822,262	$	1,962,370	$	1,904,941
Closures	475,105		353,436		1,242,725		1,072,979
Plastic containers	156,734		145,644		490,258		463,715
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

-8-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Revenues by geography were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
North America	$	1,143,562	$	1,078,187	$	2,858,561	$	2,747,518
Europe and other	344,937		243,155		836,792		694,117
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

Our contracts generally include standard commercial payment terms generally acceptable in each region. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry. We have no significant obligations for refunds, warranties or similar obligations. Trade accounts receivable, net are shown separately on our Condensed Consolidated Balance Sheet. Contract assets are the result of the timing of revenue recognition, billings and cash collections. Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $80.2 million, $73.4 million, and $71.1 million as of September 30, 2020 and 2019 and December 31, 2019, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet.

Note 3.               Acquisitions

Cobra Plastics Acquisition

On February 4, 2020 we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer and seller of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. The purchase price for this acquisition of $39.8 million, net of cash acquired, was primarily funded with revolving loan borrowings under our amended and restated senior secured credit facility, or the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.4 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our closures business since the acquisition date and were not significant since such date.

Albéa Dispensing Business Acquisition

On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. This acquisition is strategically important for us, as it expands our closures franchise and, in particular, our dispensing systems operations. The Albéa Dispensing Business is included in our closures business as of the acquisition date.

We acquired the Albéa Dispensing Business for a purchase price in cash of $901.0 million, net of cash acquired. The purchase price is subject to adjustment for working capital, other current assets and current liabilities and net indebtedness. We incurred acquisition related costs for the Albéa Dispensing Business totaling $0.7 million and $19.0 million for the three and nine months ended September 30, 2020, respectively, which are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings under the Credit Agreement, including a delayed draw term loan of $900 million. See Note 8 for further information.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 9). The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to

-9-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

such valuations. In connection with this acquisition, we recorded a charge of $3.5 million related to the write-up of acquired inventory of the Albéa Dispensing Business as a result of purchase accounting.

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands)

Trade accounts receivable	$	42,742
Inventories	41,102
Property, plant and equipment	192,723
Other intangible assets	285,000
Other assets	33,478
Trade accounts payable and accrued liabilities	(62,930)
Deferred income tax liabilities	(101,795)
Debt and other liabilities	(31,843)
Total identifiable net assets	398,477
Goodwill	502,570
Cash paid at closing, net of cash acquired	$	901,047

Goodwill of $502.6 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets consist of customer relationships of $257.0 million with an estimated remaining life of 24 years and technology know-how of $28.0 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.

Our consolidated results of operations for the three and nine months ended September 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date. Net sales from the Albéa Dispensing Business operations of $81.3 million and $111.2 million were included in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020, respectively.

Note 4.               Rationalization Charges

We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	1,639	$	3,035	$	4,755	$	42,280
Closures	787		72		2,229		5,979
Plastic containers	79		88		263		335
	$	2,505	$	3,195	$	7,247	$	48,594

-10-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

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, 2019	$	42,815	$	898	$	—	$	43,713
Charged to expense	4,138		2,005		1,104		7,247
Utilized and currency translation	(5,410)		(2,251)		(1,104)		(8,765)
Balance at September 30, 2020	$	41,543	$	652	$	—	$	42,195

Rationalization reserves as of September 30, 2020 were recorded in our Condensed Consolidated Balance Sheets as accrued liabilities of $4.8 million and other liabilities of $37.4 million. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $2.1 million and $3.9 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020.

Note 5.               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, 2019	$	(139,102)	$	(3,182)	$	(117,458)	$	(259,742)
Other comprehensive loss before reclassifications	(872)		(3,176)		(15,495)		(19,543)
Amounts reclassified from accumulated other     comprehensive loss	5,427		1,506		—		6,933
Other comprehensive loss	4,555		(1,670)		(15,495)		(12,610)
Balance at September 30, 2020	$	(134,547)	$	(4,852)	$	(132,953)	$	(272,352)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020, were net (losses) of $(2.4) million and $(7.3) million, respectively, excluding income tax benefits of $0.6 million and $1.9 million, respectively. For the three and nine months ended September 30, 2020 these net (losses) consisted of amortization of net actuarial (losses) of $(2.9) million and $(8.6) million and amortization of net prior service credit of $0.4 million and $1.3 million, respectively. Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 11 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 were not significant.

-11-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2020, consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $42.4 million and $19.4 million, respectively, (ii) foreign currency (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature of $(0.4) million and $(3.3) million, respectively, and (iii) foreign currency (losses) related to our net investment hedges of $(25.2) million and $(41.4) million, respectively, excluding income tax benefits of $6.0 million and $9.8 million, respectively. See Note 9 for further discussion.

Note 6.               Inventories

Inventories consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Raw materials	$	294,896	$	275,015	$	286,953
Work-in-process	154,157		127,590		134,417
Finished goods	370,406		413,864		355,337
Other	15,217		12,620		12,793
	834,676		829,089		789,500
Adjustment to value inventory at cost on the LIFO method	(156,495)		(125,883)		(156,495)
	$	678,181	$	703,206	$	633,005

Note 7.               Goodwill and Other Intangibles

Changes in the carrying amount of goodwill were as follows:

	Metal Containers		Closures		Plastic Containers		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	113,463	$	801,776	$	226,984	$	1,142,223
Acquisitions	—		520,946		—		520,946
Currency translation	2,217		37,511		(434)		39,294
Balance at September 30, 2020	$	115,680	$	1,360,233	$	226,550	$	1,702,463

In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized goodwill of $521.0 million.

-12-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

The components of other intangible assets, net were as follows:

	Sept. 30, 2020				Dec. 31, 2019
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	696,003	$	(136,583)	$	422,042	$	(116,575)
Other	70,766		(29,070)		39,447		(22,439)
	766,769		(165,653)		461,489		(139,014)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	798,909	$	(165,653)	$	493,629	$	(139,014)

In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized intangible assets for customer relationships of $268.5 million and technology know-how of $28.0 million.

Amortization expense was $10.4 million and $25.4 million for the three and nine months ended September 30, 2020, respectively, and $6.7 million and $20.4 million for the three and nine months ended September 30, 2019, respectively. Amortization expense is expected to be $35.9 million, $40.7 million, $39.9 million, $39.9 million and $38.3 million for the years ended December 31, 2020 through 2024, respectively.

Note 8.               Long-Term Debt

Long-term debt consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	246,000	$	766,000	$	—
U.S. term loans	900,000		800,000		760,000
Canadian term loans	—		15,943		4,703
Other foreign bank revolving and term loans	39,825		37,062		31,127
Total bank debt	1,185,825		1,619,005		795,830
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	762,223		708,630		729,755
4⅛% Senior Notes	600,000		—		400,000
2¼% Senior Notes	586,325		—		—
Finance leases	35,035		33,440		33,288
Total debt - principal	3,469,408		2,661,075		2,258,873
Less unamortized debt issuance costs and debt discount	21,638		9,690		14,452
Total debt	3,447,770		2,651,385		2,244,421
Less current portion	284,465		841,430		29,813
	$	3,163,305	$	1,809,955	$	2,214,608

-13-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

At September 30, 2020, the current portion of long-term debt consisted of $246.0 million of bank revolving loans under the Credit Agreement, $36.6 million of other foreign bank revolving and term loans and $1.9 million of finance leases.

On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. term loans under the Credit Agreement at that time. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs.

2¼% SENIOR NOTES

The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including our 4¾% Senior Notes due 2025, or the 4¾% Notes, our 3¼% Senior Notes due 2025, or the 3¼% Notes, and the 4⅛% Notes, and ahead of our existing and future subordinated debt, if any. The 2¼% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan.

The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes will be payable semi-annually in cash on January 15 and July 15 of each year, beginning on July 15, 2020. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes and the indenture for the 4⅛% Notes.

The 2¼% Notes are redeemable, at our option, in whole or in part, at any time after March 1, 2023, initially at 101.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after March 1, 2025.

In addition, prior to March 1, 2023, we may redeem up to 35 percent of the aggregate principal amount of the 2¼% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 2¼% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes.

Incremental U.S. Term Loans

On April 17, 2020, we and certain of our subsidiaries entered into an Incremental Term Loan Commitment Agreement, or the Incremental Term Loan Commitment Agreement, with the lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent and a lender. The Incremental Term Loan Commitment Agreement was entered into pursuant to the Credit Agreement and provided for the lenders thereunder to lend to us, on a delayed draw basis, $900 million of Incremental U.S. Term Loans, or the Incremental U.S. Term Loans, to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we borrowed $900 million of Incremental U.S. Term Loans under the Incremental Term Loan Commitment Agreement to fund the purchase price for the acquisition of the Albéa Dispensing Business.

The Incremental U.S. Term Loans mature on May 30, 2024 and are repayable in installments of $90 million on each of December 31, 2021, 2022 and 2023, with the remaining outstanding principal balance to be repaid on May 30, 2024.

The Incremental U.S. Term Loans initially have an Applicable Margin (as defined in the Credit Agreement) of 1.75 percent per annum in the case of Eurodollar Rate Loans (as defined in the Credit Agreement) and 0.75 percent per annum in the case of Base Rate Loans (as defined in the Credit Agreement), in both cases until the delivery of our financial statements for the fiscal quarter ending June 30, 2020. The Applicable Margin will vary between 1.25 percent to 1.75 percent per annum for Eurodollar

-14-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Rate Loans and between 0.25 percent to 0.75 percent per annum for Base Rate Loans, in both cases based on our Total Net Leverage Ratio (as defined in the Credit Agreement).

The Incremental U.S. Term Loans are guaranteed by the US Guarantors (as defined in the Credit Agreement) and secured on a pari passu basis by the same collateral that secures our outstanding loans under the Credit Agreement.

Note 9.               Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2020:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	193,759	$	193,759
Liabilities:
Bank debt	$	1,185,825	$	1,185,825
4¾% Senior Notes	300,000		305,250
3¼% Senior Notes	762,223		772,589
4⅛% Senior Notes	599,062		613,500
2¼% Senior Notes	586,325		573,133
Derivative instruments (accrued and other liabilities)	6,588		6,588

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at September 30, 2020 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt, 4¾% Senior Notes, 3¼% Senior Notes, 4⅛% Senior Notes and 2¼% Senior Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4¾% Senior

-15-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Notes, 3¼% Senior Notes, 4⅛% Senior Notes and 2¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

Derivative Instruments and Hedging Activities

Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values.  Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge.  Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk.  Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.

Interest Rate Swap Agreements

We have entered into two U.S. dollar interest rate swap agreements, each for $50.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations.  These agreements have a fixed rate of 2.878 percent and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and nine month periods ended September 30, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at September 30, 2020 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and nine month periods ended September 30, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at September 30, 2020 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros and Canadian dollars. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations. We have designated the 3¼% Senior Notes and the 2¼% Senior Notes, which are Euro denominated, as net investment hedges. Foreign currency losses related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2020 were $(25.2) million and $(41.4) million, respectively.

Note 10.               Commitments and Contingencies

A competition authority in Germany commenced an antitrust investigation in 2015 involving the industry association for metal packaging in Germany and its members, including our metal container and closures subsidiaries in Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal container and closures subsidiaries, which should effectively close out the investigation in Germany. Given

-16-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

the current stage of the investigation, we cannot reasonably assess what actions may result from these investigations or estimate what costs we may incur as a result thereof.

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

Note 11.               Retirement Benefits

The components of the net periodic pension benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	2,983	$	2,871	$	9,958	$	9,383
Interest cost	5,816		7,149		17,236		21,241
Expected return on plan assets	(18,104)		(15,200)		(54,091)		(45,425)
Amortization of prior service cost	43		46		154		86
Amortization of actuarial losses	2,993		4,084		8,862		12,324
Net periodic benefit credit	$	(6,269)	$	(1,050)	$	(17,881)	$	(2,391)

The components of the net periodic other postretirement benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	18	$	16	$	66	$	60
Interest cost	142		200		425		569
Amortization of prior service credit	(487)		(586)		(1,454)		(1,749)
Amortization of actuarial gains	(115)		(33)		(254)		(366)
Net periodic benefit credit	$	(442)	$	(403)	$	(1,217)	$	(1,486)

-17-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Note 12.               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 2018 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2019 and 2020 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

Note 13.               Treasury Stock

On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021. During the nine months ended September 30, 2020, we repurchased an aggregate of 259,461 shares of our common stock at an average price per share of $26.71, for a total purchase price of $6.9 million. At September 30, 2020, we had approximately $105.6 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2020, we issued 582,151 treasury shares which had an average cost of $3.16 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, we repurchased 217,325 shares of our common stock at an average cost of $28.63 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method.  As of September 30, 2020, 64,226,667 shares of our common stock were held in treasury.

Note 14.             Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first nine months of 2020, 453,622 restricted stock units were granted to certain of our officers, other key employees and outside directors.  The fair value of these restricted stock units at the grant date was $13.6 million, which is being amortized ratably over the respective vesting period from the grant date.

-18-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Note 15.             Business Segment Information

Reportable business segment information was as follows:

	Metal Containers		Closures		Plastic Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended September 30, 2020
Net sales	$	856,660	$	475,105	$	156,734	$	—	$	1,488,499
Depreciation and amortization(1)	21,008		27,777		9,207		39		58,031
Rationalization charges	1,639		787		79		—		2,505
Segment income	94,497		64,161		21,887		(6,512)		174,033
Three Months Ended September 30, 2019
Net sales	$	822,262	$	353,436	$	145,644	$	—	$	1,321,342
Depreciation and amortization(1)	21,477		20,847		9,512		39		51,875
Rationalization charges	3,035		72		88		—		3,195
Segment income	81,128		44,784		11,425		(4,642)		132,695
Nine Months Ended September 30, 2020
Net sales	$	1,962,370	$	1,242,725	$	490,258	$	—	$	3,695,353
Depreciation and amortization(1)	62,034		69,927		28,046		120		160,127
Rationalization charges	4,755		2,229		263		—		7,247
Segment income	213,757		167,971		66,918		(41,238)		407,408
Nine Months Ended September 30, 2019
Net sales	$	1,904,941	$	1,072,979	$	463,715	$	—	$	3,441,635
Depreciation and amortization(1)	64,021		62,345		27,665		120		154,151
Rationalization charges	42,280		5,979		335		—		48,594
Segment income	134,053		131,896		36,902		(14,816)		288,035

_____________

(1)Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.2 million and $3.3 million for the three and nine months ended September 30, 2020, respectively, and amortization of debt issuance costs of $0.8 million and $2.6 million for the three and nine months ended September 30, 2019, respectively.

Total segment income is reconciled to income before income taxes as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Total segment income	$	174,033	$	132,695	$	407,408	$	288,035
Interest and other debt expense	27,725		28,443		78,532		83,948
Income before income taxes	$	146,308	$	104,252	$	328,876	$	204,087

-19-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2020 and 2019 and for the

three and nine months then ended is unaudited)

Sales and segment income of our metal container business and part of our closures business are dependent, in part, upon fruit and vegetable harvests.  The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions.  Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual segment income during that quarter.

-20-

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, 2019 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 of sustainable rigid packaging solutions for consumer goods products.  We currently produce steel and aluminum containers for human and pet food and general line products; metal and plastic closures and dispensing systems for food, beverage, health care, garden, home, personal care and beauty products; and custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products.  We are a leading manufacturer of metal containers in North America and Europe, a leading worldwide manufacturer of metal and plastic closures and dispensing systems and a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical 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.

-21-

RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
Net sales
Metal containers	57.6	%	62.2	%	53.1	%	55.3	%
Closures	31.9		26.8		33.6		31.2
Plastic containers	10.5		11.0		13.3		13.5
Consolidated	100.0		100.0		100.0		100.0
Cost of goods sold	82.6		84.3		81.9		83.8
Gross profit	17.4		15.7		18.1		16.2
Selling, general and administrative expenses	6.2		5.8		7.7		6.8
Rationalization charges	0.2		0.2		0.2		1.4
Other pension and postretirement income	(0.7)		(0.3)		(0.8)		(0.4)
Income before interest and income taxes	11.7		10.0		11.0		8.4
Interest and other debt expense	1.9		2.1		2.1		2.5
Income before income taxes	9.8		7.9		8.9		5.9
Provision for income taxes	2.2		1.7		2.2		1.3
Net income	7.6	%	6.2	%	6.7	%	4.6	%

Summary unaudited results of operations for the periods presented are provided below.

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(dollars in millions)
Net sales
Metal containers	$	856.7	$	822.3	$	1,962.4	$	1,904.9
Closures	475.1		353.4		1,242.7		1,073.0
Plastic containers	156.7		145.6		490.3		463.7
Consolidated	$	1,488.5	$	1,321.3	$	3,695.4	$	3,441.6
Segment income
Metal containers (1)	$	94.5	$	81.1	$	213.8	$	134.1
Closures (2)	64.2		44.8		168.0		131.9
Plastic containers (3)	21.9		11.4		66.9		36.9
Corporate (4)	(6.6)		(4.6)		(41.3)		(14.9)
Consolidated	$	174.0	$	132.7	$	407.4	$	288.0

(1) Includes rationalization charges of $1.6 million and $3.0 million for the three months ended September 30, 2020 and 2019, respectively, and $4.7 million and $42.3 million for the nine months ended September 30, 2020 and 2019, respectively.

(2) Includes rationalization charges of $0.8 million and $0.1 million for the three months ended September 30, 2020 and 2019, respectively, and $2.2 million and $6.0 million for the nine months ended September 30, 2020 and 2019, respectively. Includes a charge of $3.5 million for the write-up of inventory for purchase accounting as a result of the acquisition of the Albéa Dispensing Business for the nine months ended September 30, 2020.

(3) Includes rationalization charges of $0.1 million for each of the three months ended September 30, 2020 and 2019 and $0.3 million for each of the nine months ended September 30, 2020 and 2019.

(4) Includes costs attributed to announced acquisitions of $0.7 million and $19.0 million for the three and nine months ended September 30, 2020,respectively.

-22-

Three Months Ended September 30, 2020 Compared with Three Months Ended September 30, 2019

Overview.  Consolidated net sales were $1.49 billion in the third quarter of 2020, a 12.7 percent increase as compared to the third quarter of 2019 primarily due to higher volumes across all businesses including the impact from acquisitions, a more favorable mix of products sold in the closures business and the impact of favorable foreign currency translation, partially offset by the pass through of lower raw material costs in all businesses and a less favorable mix of products sold in the metal and plastic container businesses. Income before interest and income taxes for the third quarter of 2020 was $174.0 million, a $41.3 million increase as compared to the same period in 2019, primarily due to higher volumes and strong operating performance across all businesses, higher pension income and a more favorable mix of products sold in the closures business, partially offset by the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold in the metal container business. Results for the third quarters of 2020 and 2019 included rationalization charges of $2.5 million and $3.2 million, respectively. Results for the third quarters of 2020 and 2019 also included other pension and postretirement income of $9.7 million and $4.3 million, respectively. Results for the third quarter of 2020 also included costs attributed to announced acquisitions of $0.7 million, while results for the third quarter of 2019 included a loss on early extinguishment of debt of $1.7 million. Net income for the third quarter of 2020 was $112.9 million as compared to $81.3 million for the same period in 2019.  Net income per diluted share for the third quarter of 2020 was $1.01 as compared to $0.73 for the same period in 2019.

Net Sales.  The $167.2 million increase in consolidated net sales in the third quarter of 2020 as compared to the third quarter of 2019 was the result of higher net sales across all the businesses.

Net sales for the metal container business increased $34.4 million, or 4.2 percent, in the third quarter of 2020 as compared to the same period in 2019.  This increase was primarily the result of higher unit volumes of approximately seventeen percent and the impact of favorable foreign currency translation of approximately $4.0 million, partially offset by the pass through of lower raw material costs and a higher percentage of smaller cans sold. The increase in unit volumes was primarily due to the continued increase in at home food consumption and a shift in the timing of certain fruit and vegetable pack shipments from the first half of the year to the third quarter.

Net sales for the closures business increased $121.7 million, or 34.4 percent, in the third quarter of 2020 as compared to the same period in 2019.  This increase was primarily the result of higher unit volumes of approximately ten percent, a more favorable mix of products sold due primarily to strong unit volume growth in dispensing closures and the impact of favorable foreign currency translation of approximately $2.0 million, partially offset by the pass through of lower raw material costs. The increase in unit volumes was principally the result of the inclusion of the recent acquisitions of the Albéa Dispensing Business and Cobra Plastics and continued strong volumes for certain consumer health, hygiene, personal care and food products. These volume gains were partially offset by weak demand for certain beauty products during the COVID-19 pandemic.

Net sales for the plastic container business increased $11.1 million, or 7.6 percent, in the third quarter of 2020 as compared to the same period in 2019. This increase was principally due to higher volumes of approximately fourteen percent, partially offset by the pass through of lower raw material costs and a less favorable mix of products sold. The increase in volumes was due primarily to higher demand for certain food and consumer health and hygiene products and continued new business awards.

Gross Profit.  Gross profit margin increased 1.7 percentage points to 17.4 percent in the third quarter of 2020 as compared to the same period in 2019 for the reasons discussed below in "Income before Interest and Income Taxes."

Selling, General and Administrative Expenses.  Selling, general and administrative expenses as a percentage of consolidated net sales increased to 6.2 percent in the third quarter of 2020 as compared to 5.8 percent in the same period in 2019. Selling, general and administrative expenses increased $15.4 million to $91.5 million for the third quarter of 2020 as compared to $76.1 million for the same period in 2019. The increase in selling, general and administrative expenses was principally due to the inclusion of selling, general and administrative expenses from the Albéa Dispensing Business and Cobra Plastics which were acquired in 2020 and costs attributed to announced acquisitions of $0.7 million.

Income before Interest and Income Taxes.  Income before interest and income taxes for the third quarter of 2020 increased by $41.3 million as compared to the third quarter of 2019, and margins increased to 11.7 percent from 10.0 percent over the same periods. The increase in income before interest and income taxes was primarily the result of higher income in each of the businesses, partially offset by higher selling, general and administrative expenses. Rationalization charges were $2.5 million and $3.2 million in the third quarters of 2020 and 2019, respectively.

-23-

Segment income of the metal container business for the third quarter of 2020 increased $13.4 million as compared to the same period in 2019, and segment income margin increased to 11.0 percent from 9.9 percent over the same periods. The increase in segment income was due primarily to higher unit volumes and strong operating performance, higher pension income and lower rationalization charges, partially offset by the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold. Rationalization charges were $1.6 million and $3.0 million in the third quarters of 2020 and 2019, respectively.

Segment income of the closures business for the third quarter of 2020 increased $19.4 million as compared to the same period in 2019, and segment income margin increased to 13.5 percent from 12.7 percent over the same periods.  The increase in segment income was primarily due to higher unit volumes including from recent acquisitions, a more favorable mix of products sold, strong operating performance and higher pension income.

Segment income of the plastic container business for the third quarter of 2020 increased $10.5 million as compared to the same period in 2019, and segment income margin increased to 14.0 percent from 7.8 percent over the same periods.  The increase in segment income was primarily attributable to higher volumes, strong operating performance and lower manufacturing costs and higher pension income.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the third quarter of 2020 increased $0.9 million to $27.7 million as compared to $26.8 million in the same period in 2019. This increase was due to higher average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business, partially offset by lower weighted average interest rates. Loss on early extinguishment of debt of $1.7 million in the third quarter of 2019 was the result of the redemption of all outstanding 5½% Senior Notes due 2022.

Provision for Income Taxes. The effective tax rates were 22.9 percent and 22.0 percent for the third quarters of 2020 and 2019, respectively, both of which were favorably impacted by an audit period expiration.

Nine Months Ended September 30, 2020 Compared with Nine Months Ended September, 2019

Overview.  Consolidated net sales were $3.70 billion in the first nine months of 2020, a 7.4 percent increase as compared to the first nine months of 2019 primarily as a result of higher volumes in each of the businesses including the impact from acquisitions and a more favorable mix of products sold in the closures business, partially offset by the pass through of lower raw material costs across all businesses, a less favorable mix of products sold in the metal and plastic container businesses and the impact of unfavorable foreign currency translation. Income before interest and income taxes for the first nine months of 2020 increased by $119.4 million as compared to the same period in 2019 primarily due to higher volumes and strong operating performance in each of the businesses, lower rationalization charges, higher pension income and a more favorable mix of products sold in the closures business. These increases were partially offset by higher selling, general and administrative expenses, the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold in the metal container business, the negative impact from the purchase accounting write-up of acquired inventory of the Albéa Dispensing Business and the unfavorable impact of a charge in the plastic container business for a non-commercial legal dispute relating to prior periods. Results for the first nine months of 2020 and 2019 included rationalization charges of $7.2 million and $48.6 million, respectively. Results for the first nine months of 2020 also included costs attributed to announced acquisitions of $19.0 million. Results for the first nine months of 2020 and 2019 included a loss on early extinguishment of debt of $1.5 million and $1.7 million, respectively. Results for the first nine months of 2020 and 2019 also included other pension and postretirement income of $29.1 million and $13.3 million, respectively. Net income for the first nine months of 2020 was $248.6 million as compared to $159.0 million for the same period in 2019. Net income per diluted share for the first nine months of 2020 was $2.23 as compared to $1.43 for the same period in 2019.

Net Sales.  The $253.8 million increase in consolidated net sales in the first nine months of 2020 as compared to the first nine months of 2019 was the result of higher net sales across all businesses.

Net sales for the metal container business increased $57.5 million, or 3.0 percent, in the first nine months of 2020 as compared to the same period in 2019.  This increase was primarily the result of higher unit volumes of approximately thirteen percent, partially offset by the pass through of lower raw material and other manufacturing costs and a higher percentage of smaller cans sold. The increase in unit volumes was primarily the result of continued higher demand in at home food consumption and lower volumes in the first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019.

-24-

Net sales for the closures business increased $169.7 million, or 15.8 percent, in the first nine months of 2020 as compared to the same period in 2019.  This increase was primarily the result of higher unit volumes of approximately six percent and a more favorable mix of products sold, partially offset by the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $10.0 million. The increase in unit volumes was principally the result of the inclusion of the recent acquisitions of the Albéa Dispensing Business and Cobra Plastics, strong volumes for certain consumer health, hygiene, personal care and food products, and lower volumes in the first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019. These volume gains were partially offset by weak demand for certain beauty and beverage products.

Net sales for the plastic container business increased $26.6 million, or 5.7 percent, in the first nine months of 2020 as compared to the same period in 2019. This increase was primarily due to higher volumes of approximately twelve percent, partially offset by the pass through of lower raw material costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $1.0 million. The increase in volumes was due primarily to continued higher demand for certain food and consumer health and hygiene products and continued new business awards.

Gross Profit.  Gross profit margin increased 1.9 percentage points to 18.1 percent in the first nine months of 2020 as compared to the same period in 2019 for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses.  Selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.7 percent for the first nine months of 2020 as compared to 6.8 percent in the same period in 2019. Selling, general and administrative expenses increased $48.2 million to $282.0 million for the first nine months of 2020 as compared to $233.8 million for the same period in 2019. The increase in selling, general and administrative expenses was principally the result of costs attributed to announced acquisitions of $19.0 million, the inclusion of selling, general and administrative expenses from the Albéa Dispensing Business and Cobra Plastics which were acquired in 2020, one-time plant employee incentive payments in the first quarter of 2020 and a charge of $2.8 million in the plastic container business for a non-commercial legal dispute relating to prior periods.

Income before Interest and Income Taxes.  Income before interest and income taxes for the first nine months of 2020 increased by $119.4 million as compared to the first nine months of 2019, and margins increased to 11.0 percent from 8.4 percent over the same periods. The increase in income before interest and income taxes was primarily due to higher income in each of the businesses, partially offset by higher selling, general and administrative expenses. Rationalization charges were $7.2 million and $48.6 million for the first nine months of 2020 and 2019, respectively.

Segment income of the metal container business for the first nine months of 2020 increased $79.7 million as compared to the same period in 2019, and segment income margin increased to 10.9 percent from 7.0 percent over the same periods. The increase in segment income was primarily attributable to lower rationalization charges, higher unit volumes and strong operating performance and higher pension income, partially offset by the impact from the renewal of certain significant customer contracts at the end of 2019 and a higher percentage of smaller cans sold. Rationalization charges were $4.7 million and $42.3 million in the first nine months of 2020 and 2019, respectively.

Segment income of the closures business for the first nine months of 2020 increased $36.1 million, as compared to the same period in 2019, and segment income margin increased to 13.5 percent from 12.3 percent over the same periods.  The increase in segment income was primarily due to higher unit volumes including from recent acquisitions, strong operating performance, a more favorable mix of products sold, higher pension income and lower rationalization charges, partially offset by the negative impact from the purchase accounting write-up of inventory of the Albéa Dispensing Business. Rationalization charges were $2.2 million and $6.0 million in the first nine months of 2020 and 2019, respectively.

Segment income of the plastic container business for the first nine months of 2020 increased $30.0 million as compared to the same period in 2019, and segment income margin increased to 13.6 percent from 8.0 percent over the same periods.  The increase in segment income was primarily attributable to higher volumes, strong operating performance and lower manufacturing costs and higher pension income, partially offset by the unfavorable impact of a charge of $2.8 million for a non-commercial legal dispute relating to prior periods.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the first nine months of 2020 decreased $5.2 million to $77.1 million as compared to $82.3 million in the same period in 2019 primarily due to lower weighted average interest rates, partially offset by higher average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business and additional revolving loan borrowings outstanding during the first half of the current year principally to hold cash and cash equivalents to ensure liquidity against potential credit market disruptions as a result of the COVID-19 pandemic. Weighted average interest rates were lower during the first nine months of 2020 due to

-25-

lower variable market rates and the redemption of all outstanding 5½% Senior Notes due 2022 in the third quarter of 2019. During the first nine months of 2020, we recognized a loss on early extinguishment of debt of $1.5 million in conjunction with the prepayment of U.S. term loans under the Credit Agreement. Loss on early extinguishment of debt of $1.7 million in the first nine months of 2019 was the result of the redemption of all outstanding 5½% Senior Notes due 2022.

Provision for Income Taxes. The effective tax rates were 24.4 percent and 22.1 percent for the first nine months of 2020 and 2019, respectively. The effective tax rate for the first nine months of 2020 was unfavorably impacted by increased income in higher tax jurisdictions and certain nondeductible expenses principally related to costs incurred for the acquisition of the Albéa Dispensing Business, partially offset by the favorable impact of an audit period expiration. The effective tax rate for the first nine months of 2019 benefitted from an audit period expiration, the resolution of a prior year tax audit and the timing of certain tax deductions.

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.

On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of the 2¼% Notes at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. term loans under the Credit Agreement. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs.

On April 17, 2020, we and certain of our subsidiaries entered into the Incremental Term Loan Commitment Agreement pursuant to the Credit Agreement, which provided for the lenders thereunder to lend to us, on a delayed draw basis, $900 million of Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we borrowed the Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business.

On June 1, 2020, we acquired the Albéa Dispensing Business. This business operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. We funded the purchase price for this acquisition with the Incremental U.S. Term Loans and revolving loan borrowings under the Credit Agreement.

You should also read Notes 3 and 8 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 included elsewhere in this Quarterly Report.

For the nine months ended September 30, 2020, we used net proceeds from the issuance of the 2¼% Notes and the additional 4⅛% Notes and the Incremental U.S. Term Loans of $1,639.7 million, net borrowings of revolving loans of $244.9 million, cash provided by operations of $118.5 million and cash and cash equivalents of $10.0 million (excluding the positive effect of exchange rate changes of $1.0 million) to fund the purchases of the Albéa Dispensing Business and Cobra Plastics for $940.9 million, repayments of long-term debt of $766.2 million, net capital expenditures and other investing activities of $164.2 million, decreases in outstanding checks of $79.0 million, dividends paid on our common stock of $40.4 million, repurchases of our common stock of $13.1 million and debt issuance costs of $10.3 million.

For the nine months ended September 30, 2019, we used net borrowings of revolving loans of $674.6 million to fund repayments of long-term debt of $308.2 million, decreases in outstanding checks of $83.7 million, cash used in operations of $2.4 million, net capital expenditures and other investing activities of $166.3 million, dividends paid on our common stock of $38.6 million and repurchases of our common stock of $27.4 million and to increase cash and cash equivalents (including the negative effect of exchange rate changes of $3.4 million) by $44.6 million.

At September 30, 2020, we had $246.0 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 September 30, 2020 was $927.3 million and Cdn $15.0 million.

-26-

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 $350 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.

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 2020 with all of these covenants.

Rationalization Charges

We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $7.7 million and $3.8 million for the nine months ended September 30, 2020 and 2019, respectively. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States Pension Plan announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $2.1 million and $3.9 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020.

You should also read Note 4 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 included elsewhere in this Quarterly Report.

-27-

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 metal container and closures operations and our Canadian plastic container operations, from 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, 2019.  Since such filing, other than the changes discussed in Notes 3, 8 and 9 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 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.

On June 1, 2020, we acquired the Albéa Dispensing Business. You should read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 included elsewhere in this Quarterly Report for further information on our acquisition of the Albéa Dispensing Business. We are currently in the process of integrating the internal controls and procedures of the Albéa Dispensing Business into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of the Albéa Dispensing Business in our annual assessment of the effectiveness of our internal control over financial reporting for our 2021 fiscal year. 

-28-

Part II.  Other Information

Item 6.  Exhibits

Exhibit Number	Description
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
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.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

-29-

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: November 6, 2020	/s/ Robert B. Lewis
	Robert B. Lewis
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

-30-

EX-31.1

Exhibit 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Anthony J. Allott, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2020 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:  November 6, 2020	/s/ Anthony J. Allott
	Anthony J. Allott
	Chairman of the Board and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Robert B. Lewis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2020 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:  November 6, 2020	/s/ Robert B. Lewis
	Robert B. Lewis
	Executive Vice President and
	Chief Financial Officer

EX-32.1

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 September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Anthony J. Allott, 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/ Anthony J. Allott

Anthony J. Allott

Chairman of the Board and

Chief Executive Officer

November 6, 2020

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.

EX-32.2

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 September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert B. Lewis, 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/ Robert B. Lewis

Robert B. Lewis

Executive Vice President and

Chief Financial Officer

November 6, 2020

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.

XML

Cover - shares	9 Months Ended
	Sep. 30, 2020	Oct. 31, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	000-22117
Entity Registrant Name	SILGAN HOLDINGS INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1269834
Entity Address, Address Line One	4 Landmark Square
Entity Address, City or Town	Stamford,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	975-7110
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SLGN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		110,587,054
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000849869
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Current assets:
Cash and cash equivalents	$ 193,759	$ 203,824	$ 117,389
Trade accounts receivable, net	865,436	504,986	751,404
Inventories	678,181	633,005	703,206
Prepaid expenses and other current assets	84,715	64,993	61,310
Total current assets	1,822,091	1,406,808	1,633,309
Property, plant and equipment, net	1,785,787	1,570,331	1,522,541
Goodwill	1,702,463	1,142,223	1,128,151
Other intangible assets, net	633,256	354,615	358,046
Other assets, net	508,982	457,082	431,970
Assets, Total	6,452,579	4,931,059	5,074,017
Current liabilities:
Revolving loans and current portion of long-term debt	284,465	29,813	841,430
Trade accounts payable	592,881	727,053	550,557
Accrued payroll and related costs	119,369	66,866	69,191
Accrued liabilities	245,626	194,797	156,599
Total current liabilities	1,242,341	1,018,529	1,617,777
Long-term debt	3,163,305	2,214,608	1,809,955
Deferred income taxes	371,966	254,836	274,107
Other liabilities	456,104	419,764	403,648
Stockholders’ equity:
Common stock	1,751	1,751	1,751
Paid-in capital	301,463	289,422	285,061
Retained earnings	2,348,728	2,141,302	2,118,860
Accumulated other comprehensive loss	(272,352)	(259,742)	(287,923)
Treasury stock	(1,160,727)	(1,149,411)	(1,149,219)
Total stockholders’ equity	1,218,863	1,023,322	968,530
Liabilities and Equity, Total	$ 6,452,579	$ 4,931,059	$ 5,074,017

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Net sales	$ 1,488,499	$ 1,321,342	$ 3,695,353	$ 3,441,635
Cost of goods sold	1,230,148	1,113,727	3,027,809	2,884,510
Gross profit	258,351	207,615	667,544	557,125
Selling, general and administrative expenses	91,525	76,065	282,011	233,816
Rationalization charges	2,505	3,195	7,247	48,594
Other pension and postretirement income	(9,712)	(4,340)	(29,122)	(13,320)
Income before interest and income taxes	174,033	132,695	407,408	288,035
Interest and other debt expense before loss on early extinguishment of debt	27,725	26,767	77,051	82,272
Loss on early extinguishment of debt	0	1,676	1,481	1,676
Interest and other debt expense	27,725	28,443	78,532	83,948
Income before income taxes	146,308	104,252	328,876	204,087
Provision for income taxes	33,457	22,978	80,253	45,117
Net income	$ 112,851	$ 81,274	$ 248,623	$ 158,970
Earnings per share
Basic net income per share (usd per share)	$ 1.02	$ 0.73	$ 2.24	$ 1.43
Diluted net income per share (usd per share)	$ 1.01	$ 0.73	$ 2.23	$ 1.43
Weighted average number of shares
Basic (in shares)	110,921	111,058	110,895	110,985
Effect of dilutive securities (in shares)	691	463	565	554
Diluted (in shares)	111,612	111,521	111,460	111,539

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 112,851	$ 81,274	$ 248,623	$ 158,970
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	1,807	2,625	4,555	7,745
Change in fair value of derivatives	681	(159)	(1,670)	(2,647)
Foreign currency translation	22,520	(25,016)	(15,495)	(24,213)
Other comprehensive income (loss)	25,008	(22,550)	(12,610)	(19,115)
Comprehensive income	$ 137,859	$ 58,724	$ 236,013	$ 139,855

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows provided by (used in) operating activities:
Net income	$ 248,623	$ 158,970
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	163,454	156,780
Rationalization charges	7,247	48,594
Stock compensation expense	13,880	12,669
Loss on early extinguishment of debt	1,481	1,676
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net	(311,008)	(250,783)
Inventories	2,435	(75,414)
Trade accounts payable	(73,814)	(63,609)
Accrued liabilities	57,187	(10,475)
Other, net	8,981	19,181
Net cash provided by (used in) operating activities	118,466	(2,411)
Cash flows provided by (used in) investing activities:
Purchase of businesses, purchase price	(940,875)	0
Capital expenditures	(165,163)	(166,848)
Other, net	999	509
Net cash used in investing activities	(1,105,039)	(166,339)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	993,406	1,139,329
Repayments under revolving loans	(748,539)	(464,759)
Proceeds from issuance of long-term debt	1,639,661	0
Repayments of long-term debt	(766,170)	(308,161)
Changes in outstanding checks - principally vendors	(79,006)	(83,670)
Dividends paid on common stock	(40,432)	(38,615)
Debt issuance costs	(10,265)	0
Repurchase of common stock	(13,155)	(27,364)
Net cash provided by financing activities	975,500	216,760
Effect of exchange rate changes on cash and cash equivalents	1,008	(3,440)
Cash and cash equivalents:
Net (decrease) increase	(10,065)	44,570
Balance at beginning of year	203,824	72,819
Balance at end of period	193,759	117,389
Interest paid, net	70,948	97,630
Income taxes paid, net	$ 91,378	$ 31,067

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance at Dec. 31, 2018		$ 1,751	$ 276,062	$ 1,997,785	$ (593)	$ (268,808)	$ (1,125,525)
Beginning balance (in shares) at Dec. 31, 2018		110,430
Increase (Decrease) in Stockholders' Equity
Net issuance of treasury stock for vested restricted stock units (in shares)		746
Repurchases of common stock (in shares)		(408)
Repurchases of common stock							(12,112)
Stock compensation expense			12,669
Net issuance of treasury stock for vested restricted stock units			(3,670)				(11,582)
Net income	$ 158,970			158,970
Dividends declared on common stock				(37,302)
Other comprehensive income (loss)						(19,115)
Ending balance at Sep. 30, 2019	$ 968,530	$ 1,751	285,061	2,118,860		(287,923)	(1,149,219)
Ending balance (in shares) at Sep. 30, 2019		110,768
Increase (Decrease) in Stockholders' Equity
Dividends per share (usd per share)	$ 0.33
Beginning balance at Jun. 30, 2019		$ 1,751	280,636	2,049,995		(265,373)	(1,137,107)
Beginning balance (in shares) at Jun. 30, 2019		111,176
Increase (Decrease) in Stockholders' Equity
Net issuance of treasury stock for vested restricted stock units (in shares)		0
Repurchases of common stock (in shares)		(408)
Repurchases of common stock							(12,112)
Stock compensation expense			4,425
Net issuance of treasury stock for vested restricted stock units			0				0
Net income	$ 81,274			81,274
Dividends declared on common stock				(12,409)
Other comprehensive income (loss)						(22,550)
Ending balance at Sep. 30, 2019	$ 968,530	$ 1,751	285,061	2,118,860		(287,923)	(1,149,219)
Ending balance (in shares) at Sep. 30, 2019		110,768
Increase (Decrease) in Stockholders' Equity
Dividends per share (usd per share)	$ 0.11
Beginning balance at Dec. 31, 2019	$ 1,023,322	$ 1,751	289,422	2,141,302	$ (665)	(259,742)	(1,149,411)
Beginning balance (in shares) at Dec. 31, 2019		110,780
Increase (Decrease) in Stockholders' Equity
Net issuance of treasury stock for vested restricted stock units (in shares)		365
Repurchases of common stock (in shares)		(259)
Repurchases of common stock							(6,934)
Stock compensation expense			13,880
Net issuance of treasury stock for vested restricted stock units			(1,839)				(4,382)
Net income	248,623			248,623
Dividends declared on common stock				(40,532)
Other comprehensive income (loss)						(12,610)
Ending balance at Sep. 30, 2020	$ 1,218,863	$ 1,751	301,463	2,348,728		(272,352)	(1,160,727)
Ending balance (in shares) at Sep. 30, 2020		110,886
Increase (Decrease) in Stockholders' Equity
Dividends per share (usd per share)	$ 0.36
Beginning balance at Jun. 30, 2020		$ 1,751	296,639	2,249,391		(297,360)	(1,160,727)
Beginning balance (in shares) at Jun. 30, 2020		110,886
Increase (Decrease) in Stockholders' Equity
Net issuance of treasury stock for vested restricted stock units (in shares)		0
Repurchases of common stock (in shares)		0
Repurchases of common stock							0
Stock compensation expense			4,824
Net issuance of treasury stock for vested restricted stock units			0				0
Net income	$ 112,851			112,851
Dividends declared on common stock				(13,514)
Other comprehensive income (loss)						25,008
Ending balance at Sep. 30, 2020	$ 1,218,863	$ 1,751	$ 301,463	$ 2,348,728		$ (272,352)	$ (1,160,727)
Ending balance (in shares) at Sep. 30, 2020		110,886
Increase (Decrease) in Stockholders' Equity
Dividends per share (usd per share)	$ 0.12

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation.  The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2020 assessment performed during the third quarter.

Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows.

XML

Revenue

9 Months Ended

Sep. 30, 2020

Revenue Recognition [Abstract]

Revenue

Revenue

The following tables present our revenues disaggregated by reportable business segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	856,660	$	822,262	$	1,962,370	$	1,904,941
Closures	475,105		353,436		1,242,725		1,072,979
Plastic containers	156,734		145,644		490,258		463,715
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

Revenues by geography were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
North America	$	1,143,562	$	1,078,187	$	2,858,561	$	2,747,518
Europe and other	344,937		243,155		836,792		694,117
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

Our contracts generally include standard commercial payment terms generally acceptable in each region. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry. We have no significant obligations for refunds, warranties or similar obligations. Trade accounts receivable, net are shown separately on our Condensed Consolidated Balance Sheet. Contract assets are the result of the timing of revenue recognition, billings and cash collections. Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $80.2 million, $73.4 million, and $71.1 million as of September 30, 2020 and 2019 and December 31, 2019, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet.

XML

Acquisitions

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Acquisitions

Acquisitions

Cobra Plastics Acquisition

On February 4, 2020 we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer and seller of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. The purchase price for this acquisition of $39.8 million, net of cash acquired, was primarily funded with revolving loan borrowings under our amended and restated senior secured credit facility, or the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.4 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our closures business since the acquisition date and were not significant since such date.

Albéa Dispensing Business Acquisition

On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. This acquisition is strategically important for us, as it expands our closures franchise and, in particular, our dispensing systems operations. The Albéa Dispensing Business is included in our closures business as of the acquisition date.

We acquired the Albéa Dispensing Business for a purchase price in cash of $901.0 million, net of cash acquired. The purchase price is subject to adjustment for working capital, other current assets and current liabilities and net indebtedness. We incurred acquisition related costs for the Albéa Dispensing Business totaling $0.7 million and $19.0 million for the three and nine months ended September 30, 2020, respectively, which are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings under the Credit Agreement, including a delayed draw term loan of $900 million. See Note 8 for further information.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 9). The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to

such valuations. In connection with this acquisition, we recorded a charge of $3.5 million related to the write-up of acquired inventory of the Albéa Dispensing Business as a result of purchase accounting.

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands)

Trade accounts receivable	$	42,742
Inventories	41,102
Property, plant and equipment	192,723
Other intangible assets	285,000
Other assets	33,478
Trade accounts payable and accrued liabilities	(62,930)
Deferred income tax liabilities	(101,795)
Debt and other liabilities	(31,843)
Total identifiable net assets	398,477
Goodwill	502,570
Cash paid at closing, net of cash acquired	$	901,047

Goodwill of $502.6 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets consist of customer relationships of $257.0 million with an estimated remaining life of 24 years and technology know-how of $28.0 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.

Our consolidated results of operations for the three and nine months ended September 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date. Net sales from the Albéa Dispensing Business operations of $81.3 million and $111.2 million were included in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020, respectively.

XML

Rationalization Charges

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Rationalization Charges

Rationalization Charges

We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	1,639	$	3,035	$	4,755	$	42,280
Closures	787		72		2,229		5,979
Plastic containers	79		88		263		335
	$	2,505	$	3,195	$	7,247	$	48,594

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, 2019	$	42,815	$	898	$	—	$	43,713
Charged to expense	4,138		2,005		1,104		7,247
Utilized and currency translation	(5,410)		(2,251)		(1,104)		(8,765)
Balance at September 30, 2020	$	41,543	$	652	$	—	$	42,195

Rationalization reserves as of September 30, 2020 were recorded in our Condensed Consolidated Balance Sheets as accrued liabilities of $4.8 million and other liabilities of $37.4 million. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $2.1 million and $3.9 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020.

XML

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity.  Amounts included in accumulated other comprehensive loss, net of tax, were as follows:

	Unrecognized Net Defined Benefit Plan Costs		Change in Fair Value of Derivatives		Foreign Currency Translation		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	(139,102)	$	(3,182)	$	(117,458)	$	(259,742)
Other comprehensive loss before reclassifications	(872)		(3,176)		(15,495)		(19,543)
Amounts reclassified from accumulated other     comprehensive loss	5,427		1,506		—		6,933
Other comprehensive loss	4,555		(1,670)		(15,495)		(12,610)
Balance at September 30, 2020	$	(134,547)	$	(4,852)	$	(132,953)	$	(272,352)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020, were net (losses) of $(2.4) million and $(7.3) million, respectively, excluding income tax benefits of $0.6 million and $1.9 million, respectively. For the three and nine months ended September 30, 2020 these net (losses) consisted of amortization of net actuarial (losses) of $(2.9) million and $(8.6) million and amortization of net prior service credit of $0.4 million and $1.3 million, respectively. Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 11 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2020, consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $42.4 million and $19.4 million, respectively, (ii) foreign currency (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature of $(0.4) million and $(3.3) million, respectively, and (iii) foreign currency (losses) related to our net investment hedges of $(25.2) million and $(41.4) million, respectively, excluding income tax benefits of $6.0 million and $9.8 million, respectively. See Note 9 for further discussion.

XML

Inventories

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Raw materials	$	294,896	$	275,015	$	286,953
Work-in-process	154,157		127,590		134,417
Finished goods	370,406		413,864		355,337
Other	15,217		12,620		12,793
	834,676		829,089		789,500
Adjustment to value inventory at cost on the LIFO method	(156,495)		(125,883)		(156,495)
	$	678,181	$	703,206	$	633,005

XML

Goodwill and Other Intangibles

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Changes in the carrying amount of goodwill were as follows:

	Metal Containers		Closures		Plastic Containers		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	113,463	$	801,776	$	226,984	$	1,142,223
Acquisitions	—		520,946		—		520,946
Currency translation	2,217		37,511		(434)		39,294
Balance at September 30, 2020	$	115,680	$	1,360,233	$	226,550	$	1,702,463

In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized goodwill of $521.0 million.

The components of other intangible assets, net were as follows:

	Sept. 30, 2020				Dec. 31, 2019
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	696,003	$	(136,583)	$	422,042	$	(116,575)
Other	70,766		(29,070)		39,447		(22,439)
	766,769		(165,653)		461,489		(139,014)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	798,909	$	(165,653)	$	493,629	$	(139,014)

In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized intangible assets for customer relationships of $268.5 million and technology know-how of $28.0 million.

Amortization expense was $10.4 million and $25.4 million for the three and nine months ended September 30, 2020, respectively, and $6.7 million and $20.4 million for the three and nine months ended September 30, 2019, respectively. Amortization expense is expected to be $35.9 million, $40.7 million, $39.9 million, $39.9 million and $38.3 million for the years ended December 31, 2020 through 2024, respectively.

XML

Long-Term Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	246,000	$	766,000	$	—
U.S. term loans	900,000		800,000		760,000
Canadian term loans	—		15,943		4,703
Other foreign bank revolving and term loans	39,825		37,062		31,127
Total bank debt	1,185,825		1,619,005		795,830
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	762,223		708,630		729,755
4⅛% Senior Notes	600,000		—		400,000
2¼% Senior Notes	586,325		—		—
Finance leases	35,035		33,440		33,288
Total debt - principal	3,469,408		2,661,075		2,258,873
Less unamortized debt issuance costs and debt discount	21,638		9,690		14,452
Total debt	3,447,770		2,651,385		2,244,421
Less current portion	284,465		841,430		29,813
	$	3,163,305	$	1,809,955	$	2,214,608

At September 30, 2020, the current portion of long-term debt consisted of $246.0 million of bank revolving loans under the Credit Agreement, $36.6 million of other foreign bank revolving and term loans and $1.9 million of finance leases.

On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. term loans under the Credit Agreement at that time. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs.

2¼% SENIOR NOTES

The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including our 4¾% Senior Notes due 2025, or the 4¾% Notes, our 3¼% Senior Notes due 2025, or the 3¼% Notes, and the 4⅛% Notes, and ahead of our existing and future subordinated debt, if any. The 2¼% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan.

The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes will be payable semi-annually in cash on January 15 and July 15 of each year, beginning on July 15, 2020. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes and the indenture for the 4⅛% Notes.

The 2¼% Notes are redeemable, at our option, in whole or in part, at any time after March 1, 2023, initially at 101.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after March 1, 2025.

In addition, prior to March 1, 2023, we may redeem up to 35 percent of the aggregate principal amount of the 2¼% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 2¼% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes.

Incremental U.S. Term Loans

On April 17, 2020, we and certain of our subsidiaries entered into an Incremental Term Loan Commitment Agreement, or the Incremental Term Loan Commitment Agreement, with the lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent and a lender. The Incremental Term Loan Commitment Agreement was entered into pursuant to the Credit Agreement and provided for the lenders thereunder to lend to us, on a delayed draw basis, $900 million of Incremental U.S. Term Loans, or the Incremental U.S. Term Loans, to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we borrowed $900 million of Incremental U.S. Term Loans under the Incremental Term Loan Commitment Agreement to fund the purchase price for the acquisition of the Albéa Dispensing Business.

The Incremental U.S. Term Loans mature on May 30, 2024 and are repayable in installments of $90 million on each of December 31, 2021, 2022 and 2023, with the remaining outstanding principal balance to be repaid on May 30, 2024.

The Incremental U.S. Term Loans initially have an Applicable Margin (as defined in the Credit Agreement) of 1.75 percent per annum in the case of Eurodollar Rate Loans (as defined in the Credit Agreement) and 0.75 percent per annum in the case of Base Rate Loans (as defined in the Credit Agreement), in both cases until the delivery of our financial statements for the fiscal quarter ending June 30, 2020. The Applicable Margin will vary between 1.25 percent to 1.75 percent per annum for Eurodollar

Rate Loans and between 0.25 percent to 0.75 percent per annum for Base Rate Loans, in both cases based on our Total Net Leverage Ratio (as defined in the Credit Agreement).

The Incremental U.S. Term Loans are guaranteed by the US Guarantors (as defined in the Credit Agreement) and secured on a pari passu basis by the same collateral that secures our outstanding loans under the Credit Agreement.

XML

Financial Instruments

9 Months Ended

Sep. 30, 2020

Investments, All Other Investments [Abstract]

Financial Instruments

Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2020:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	193,759	$	193,759
Liabilities:
Bank debt	$	1,185,825	$	1,185,825
4¾% Senior Notes	300,000		305,250
3¼% Senior Notes	762,223		772,589
4⅛% Senior Notes	599,062		613,500
2¼% Senior Notes	586,325		573,133
Derivative instruments (accrued and other liabilities)	6,588		6,588

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at September 30, 2020 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt, 4¾% Senior Notes, 3¼% Senior Notes, 4⅛% Senior Notes and 2¼% Senior Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4¾% Senior

Notes, 3¼% Senior Notes, 4⅛% Senior Notes and 2¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

Derivative Instruments and Hedging Activities

Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values.  Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge.  Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk.  Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.

Interest Rate Swap Agreements

We have entered into two U.S. dollar interest rate swap agreements, each for $50.0 million notional principal amount, to manage a portion of our exposure to interest rate fluctuations.  These agreements have a fixed rate of 2.878 percent and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and nine month periods ended September 30, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at September 30, 2020 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and nine month periods ended September 30, 2020. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at September 30, 2020 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros and Canadian dollars. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations. We have designated the 3¼% Senior Notes and the 2¼% Senior Notes, which are Euro denominated, as net investment hedges. Foreign currency losses related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2020 were $(25.2) million and $(41.4) million, respectively.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and ContingenciesA competition authority in Germany commenced an antitrust investigation in 2015 involving the industry association for metal packaging in Germany and its members, including our metal container and closures subsidiaries in Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal container and closures subsidiaries, which should effectively close out the investigation in Germany. Given

the current stage of the investigation, we cannot reasonably assess what actions may result from these investigations or estimate what costs we may incur as a result thereof.

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

XML

Retirement Benefits

9 Months Ended

Sep. 30, 2020

Retirement Benefits [Abstract]

Retirement Benefits

Retirement Benefits

The components of the net periodic pension benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	2,983	$	2,871	$	9,958	$	9,383
Interest cost	5,816		7,149		17,236		21,241
Expected return on plan assets	(18,104)		(15,200)		(54,091)		(45,425)
Amortization of prior service cost	43		46		154		86
Amortization of actuarial losses	2,993		4,084		8,862		12,324
Net periodic benefit credit	$	(6,269)	$	(1,050)	$	(17,881)	$	(2,391)

The components of the net periodic other postretirement benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	18	$	16	$	66	$	60
Interest cost	142		200		425		569
Amortization of prior service credit	(487)		(586)		(1,454)		(1,749)
Amortization of actuarial gains	(115)		(33)		(254)		(366)
Net periodic benefit credit	$	(442)	$	(403)	$	(1,217)	$	(1,486)

XML

Income Taxes	9 Months Ended
	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesSilgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. The Internal Revenue Service, or IRS, has completed its review of the 2018 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Program for the 2019 and 2020 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

XML

Treasury Stock

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Treasury Stock

Treasury Stock

On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021. During the nine months ended September 30, 2020, we repurchased an aggregate of 259,461 shares of our common stock at an average price per share of $26.71, for a total purchase price of $6.9 million. At September 30, 2020, we had approximately $105.6 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2020, we issued 582,151 treasury shares which had an average cost of $3.16 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, we repurchased 217,325 shares of our common stock at an average cost of $28.63 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method.  As of September 30, 2020, 64,226,667 shares of our common stock were held in treasury.

XML

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based CompensationWe currently have one stock-based compensation plan in effect under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first nine months of 2020, 453,622 restricted stock units were granted to certain of our officers, other key employees and outside directors.  The fair value of these restricted stock units at the grant date was $13.6 million, which is being amortized ratably over the respective vesting period from the grant date.

XML

Business Segment Information

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

Reportable business segment information was as follows:

	Metal Containers		Closures		Plastic Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended September 30, 2020
Net sales	$	856,660	$	475,105	$	156,734	$	—	$	1,488,499
Depreciation and amortization(1)	21,008		27,777		9,207		39		58,031
Rationalization charges	1,639		787		79		—		2,505
Segment income	94,497		64,161		21,887		(6,512)		174,033
Three Months Ended September 30, 2019
Net sales	$	822,262	$	353,436	$	145,644	$	—	$	1,321,342
Depreciation and amortization(1)	21,477		20,847		9,512		39		51,875
Rationalization charges	3,035		72		88		—		3,195
Segment income	81,128		44,784		11,425		(4,642)		132,695
Nine Months Ended September 30, 2020
Net sales	$	1,962,370	$	1,242,725	$	490,258	$	—	$	3,695,353
Depreciation and amortization(1)	62,034		69,927		28,046		120		160,127
Rationalization charges	4,755		2,229		263		—		7,247
Segment income	213,757		167,971		66,918		(41,238)		407,408
Nine Months Ended September 30, 2019
Net sales	$	1,904,941	$	1,072,979	$	463,715	$	—	$	3,441,635
Depreciation and amortization(1)	64,021		62,345		27,665		120		154,151
Rationalization charges	42,280		5,979		335		—		48,594
Segment income	134,053		131,896		36,902		(14,816)		288,035

_____________

(1)Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.2 million and $3.3 million for the three and nine months ended September 30, 2020, respectively, and amortization of debt issuance costs of $0.8 million and $2.6 million for the three and nine months ended September 30, 2019, respectively.

Total segment income is reconciled to income before income taxes as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Total segment income	$	174,033	$	132,695	$	407,408	$	288,035
Interest and other debt expense	27,725		28,443		78,532		83,948
Income before income taxes	$	146,308	$	104,252	$	328,876	$	204,087

Sales and segment income of our metal container business and part of our closures business are dependent, in part, upon fruit and vegetable harvests.  The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions.  Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual segment income during that quarter.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation.  The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2020 assessment performed during the third quarter.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows.

XML

Revenue (Tables)

9 Months Ended

Sep. 30, 2020

Revenue Recognition [Abstract]

Disaggregation of Revenue

Revenues by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	856,660	$	822,262	$	1,962,370	$	1,904,941
Closures	475,105		353,436		1,242,725		1,072,979
Plastic containers	156,734		145,644		490,258		463,715
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

Revenues by geography were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
North America	$	1,143,562	$	1,078,187	$	2,858,561	$	2,747,518
Europe and other	344,937		243,155		836,792		694,117
	$	1,488,499	$	1,321,342	$	3,695,353	$	3,441,635

XML

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands)

Trade accounts receivable	$	42,742
Inventories	41,102
Property, plant and equipment	192,723
Other intangible assets	285,000
Other assets	33,478
Trade accounts payable and accrued liabilities	(62,930)
Deferred income tax liabilities	(101,795)
Debt and other liabilities	(31,843)
Total identifiable net assets	398,477
Goodwill	502,570
Cash paid at closing, net of cash acquired	$	901,047

XML

Rationalization Charges (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Activity in Rationalization Plan Reserves

Rationalization charges by business segment were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Metal containers	$	1,639	$	3,035	$	4,755	$	42,280
Closures	787		72		2,229		5,979
Plastic containers	79		88		263		335
	$	2,505	$	3,195	$	7,247	$	48,594

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, 2019	$	42,815	$	898	$	—	$	43,713
Charged to expense	4,138		2,005		1,104		7,247
Utilized and currency translation	(5,410)		(2,251)		(1,104)		(8,765)
Balance at September 30, 2020	$	41,543	$	652	$	—	$	42,195

XML

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax

Amounts included in accumulated other comprehensive loss, net of tax, were as follows:

	Unrecognized Net Defined Benefit Plan Costs		Change in Fair Value of Derivatives		Foreign Currency Translation		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	(139,102)	$	(3,182)	$	(117,458)	$	(259,742)
Other comprehensive loss before reclassifications	(872)		(3,176)		(15,495)		(19,543)
Amounts reclassified from accumulated other     comprehensive loss	5,427		1,506		—		6,933
Other comprehensive loss	4,555		(1,670)		(15,495)		(12,610)
Balance at September 30, 2020	$	(134,547)	$	(4,852)	$	(132,953)	$	(272,352)

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Raw materials	$	294,896	$	275,015	$	286,953
Work-in-process	154,157		127,590		134,417
Finished goods	370,406		413,864		355,337
Other	15,217		12,620		12,793
	834,676		829,089		789,500
Adjustment to value inventory at cost on the LIFO method	(156,495)		(125,883)		(156,495)
	$	678,181	$	703,206	$	633,005

XML

Goodwill and Other Intangibles (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill were as follows:

	Metal Containers		Closures		Plastic Containers		Total
	(Dollars in thousands)
Balance at December 31, 2019	$	113,463	$	801,776	$	226,984	$	1,142,223
Acquisitions	—		520,946		—		520,946
Currency translation	2,217		37,511		(434)		39,294
Balance at September 30, 2020	$	115,680	$	1,360,233	$	226,550	$	1,702,463

Schedule of Finite-Lived Intangible Assets

The components of other intangible assets, net were as follows:

	Sept. 30, 2020				Dec. 31, 2019
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	696,003	$	(136,583)	$	422,042	$	(116,575)
Other	70,766		(29,070)		39,447		(22,439)
	766,769		(165,653)		461,489		(139,014)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	798,909	$	(165,653)	$	493,629	$	(139,014)

Schedule of Indefinite-Lived Intangible Assets

The components of other intangible assets, net were as follows:

	Sept. 30, 2020				Dec. 31, 2019
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	696,003	$	(136,583)	$	422,042	$	(116,575)
Other	70,766		(29,070)		39,447		(22,439)
	766,769		(165,653)		461,489		(139,014)
Indefinite-lived intangibles:
Trade names	32,140		—		32,140		—
	$	798,909	$	(165,653)	$	493,629	$	(139,014)

XML

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt consisted of the following: 

	Sept. 30, 2020		Sept. 30, 2019		Dec. 31, 2019
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	246,000	$	766,000	$	—
U.S. term loans	900,000		800,000		760,000
Canadian term loans	—		15,943		4,703
Other foreign bank revolving and term loans	39,825		37,062		31,127
Total bank debt	1,185,825		1,619,005		795,830
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	762,223		708,630		729,755
4⅛% Senior Notes	600,000		—		400,000
2¼% Senior Notes	586,325		—		—
Finance leases	35,035		33,440		33,288
Total debt - principal	3,469,408		2,661,075		2,258,873
Less unamortized debt issuance costs and debt discount	21,638		9,690		14,452
Total debt	3,447,770		2,651,385		2,244,421
Less current portion	284,465		841,430		29,813
	$	3,163,305	$	1,809,955	$	2,214,608

XML

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Investments, All Other Investments [Abstract]

Summary of Carrying Amounts and Estimated Fair Values of Other Financial Instruments

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2020:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	193,759	$	193,759
Liabilities:
Bank debt	$	1,185,825	$	1,185,825
4¾% Senior Notes	300,000		305,250
3¼% Senior Notes	762,223		772,589
4⅛% Senior Notes	599,062		613,500
2¼% Senior Notes	586,325		573,133
Derivative instruments (accrued and other liabilities)	6,588		6,588

XML

Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2020

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

The components of the net periodic pension benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	2,983	$	2,871	$	9,958	$	9,383
Interest cost	5,816		7,149		17,236		21,241
Expected return on plan assets	(18,104)		(15,200)		(54,091)		(45,425)
Amortization of prior service cost	43		46		154		86
Amortization of actuarial losses	2,993		4,084		8,862		12,324
Net periodic benefit credit	$	(6,269)	$	(1,050)	$	(17,881)	$	(2,391)

The components of the net periodic other postretirement benefit credit were as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Service cost	$	18	$	16	$	66	$	60
Interest cost	142		200		425		569
Amortization of prior service credit	(487)		(586)		(1,454)		(1,749)
Amortization of actuarial gains	(115)		(33)		(254)		(366)
Net periodic benefit credit	$	(442)	$	(403)	$	(1,217)	$	(1,486)

XML

Business Segment Information (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Reportable Business Segment Information

Reportable business segment information was as follows:

	Metal Containers		Closures		Plastic Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended September 30, 2020
Net sales	$	856,660	$	475,105	$	156,734	$	—	$	1,488,499
Depreciation and amortization(1)	21,008		27,777		9,207		39		58,031
Rationalization charges	1,639		787		79		—		2,505
Segment income	94,497		64,161		21,887		(6,512)		174,033
Three Months Ended September 30, 2019
Net sales	$	822,262	$	353,436	$	145,644	$	—	$	1,321,342
Depreciation and amortization(1)	21,477		20,847		9,512		39		51,875
Rationalization charges	3,035		72		88		—		3,195
Segment income	81,128		44,784		11,425		(4,642)		132,695
Nine Months Ended September 30, 2020
Net sales	$	1,962,370	$	1,242,725	$	490,258	$	—	$	3,695,353
Depreciation and amortization(1)	62,034		69,927		28,046		120		160,127
Rationalization charges	4,755		2,229		263		—		7,247
Segment income	213,757		167,971		66,918		(41,238)		407,408
Nine Months Ended September 30, 2019
Net sales	$	1,904,941	$	1,072,979	$	463,715	$	—	$	3,441,635
Depreciation and amortization(1)	64,021		62,345		27,665		120		154,151
Rationalization charges	42,280		5,979		335		—		48,594
Segment income	134,053		131,896		36,902		(14,816)		288,035

_____________

(1)Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.2 million and $3.3 million for the three and nine months ended September 30, 2020, respectively, and amortization of debt issuance costs of $0.8 million and $2.6 million for the three and nine months ended September 30, 2019, respectively.

Reconciliation of Segment Income from Operations to Income before Income Taxes

Total segment income is reconciled to income before income taxes as follows:

	Three Months Ended				Nine Months Ended
	Sept. 30, 2020		Sept. 30, 2019		Sept. 30, 2020		Sept. 30, 2019
	(Dollars in thousands)
Total segment income	$	174,033	$	132,695	$	407,408	$	288,035
Interest and other debt expense	27,725		28,443		78,532		83,948
Income before income taxes	$	146,308	$	104,252	$	328,876	$	204,087

XML

Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Jan. 01, 2020	Dec. 31, 2019	Sep. 30, 2019
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201613Member
Reduction in retained earnings	$ (2,348,728)		$ (2,141,302)	$ (2,118,860)
Cumulative Effect, Period of Adoption, Adjustment
Reduction in retained earnings		$ 700

XML

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Net sales	$ 1,488,499	$ 1,321,342	$ 3,695,353	$ 3,441,635
Trade Accounts Receivable | Unbilled Accounts Receivable
Contract assets	80,200	73,400	80,200	73,400	$ 71,100
North America
Net sales	1,143,562	1,078,187	2,858,561	2,747,518
Europe and other
Net sales	344,937	243,155	836,792	694,117
Metal containers
Net sales	856,660	822,262	1,962,370	1,904,941
Closures
Net sales	475,105	353,436	1,242,725	1,072,979
Plastic containers
Net sales	$ 156,734	$ 145,644	$ 490,258	$ 463,715

XML

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Jun. 01, 2020	Feb. 04, 2020	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Business Acquisition [Line Items]
Cash paid at closing, net of cash acquired				$ 940,875	$ 0
Goodwill			$ 1,702,463	1,702,463	1,128,151	$ 1,142,223
Term loan			3,469,408	3,469,408	2,661,075	2,258,873
Bank debt
Business Acquisition [Line Items]
Term loan			1,185,825	1,185,825	$ 1,619,005	$ 795,830
Bank debt | Incremental U S Term Loans
Business Acquisition [Line Items]
Term loan	$ 900,000
Cobra Plastics, Inc. Business Acquisition
Business Acquisition [Line Items]
Cash paid at closing, net of cash acquired		$ 39,800
Goodwill		18,400
Cobra Plastics, Inc. Business Acquisition | Customer Relationships
Business Acquisition [Line Items]
Customer relationship intangible asset		$ 11,500
Albea Dispensing Business, Business Acquisition
Business Acquisition [Line Items]
Cash paid at closing, net of cash acquired	901,000
Goodwill	502,570
Customer relationship intangible asset	285,000
Acquisition related costs			700	19,000
Inventory write-up adjustment before income taxes included in net income	$ 3,500
Net sale from acquiree			$ 81,300	$ 111,200
Albea Dispensing Business, Business Acquisition | Maximum
Business Acquisition [Line Items]
Property, plant and equipment, useful life	35 years
Albea Dispensing Business, Business Acquisition | Bank debt | Incremental U S Term Loans
Business Acquisition [Line Items]
Term loan	$ 900,000
Albea Dispensing Business, Business Acquisition | Customer Relationships
Business Acquisition [Line Items]
Customer relationship intangible asset	$ 257,000
Estimated remaining life	24 years
Albea Dispensing Business, Business Acquisition | Technology-Based Intangible Assets
Business Acquisition [Line Items]
Customer relationship intangible asset	$ 28,000
Estimated remaining life	8 years

XML

Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 01, 2020	Dec. 31, 2019	Sep. 30, 2019
Business Acquisition [Line Items]
Goodwill	$ 1,702,463		$ 1,142,223	$ 1,128,151
Albea Dispensing Business, Business Acquisition
Business Acquisition [Line Items]
Trade accounts receivable		$ 42,742
Inventories		41,102
Property, plant and equipment		192,723
Other intangible assets		285,000
Other assets		33,478
Trade accounts payable and accrued liabilities		(62,930)
Deferred income tax liabilities		(101,795)
Debt and other liabilities		(31,843)
Total identifiable net assets		398,477
Goodwill		502,570
Cash paid at closing, net of cash acquired		$ 901,047

XML

Rationalization Charges - Rationalization Charges by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restructuring Cost and Reserve [Line Items]
Rationalization charges	$ 2,505	$ 3,195	$ 7,247	$ 48,594
Metal containers
Restructuring Cost and Reserve [Line Items]
Rationalization charges	1,639	3,035	4,755	42,280
Closures
Restructuring Cost and Reserve [Line Items]
Rationalization charges	787	72	2,229	5,979
Plastic containers
Restructuring Cost and Reserve [Line Items]
Rationalization charges	$ 79	$ 88	$ 263	$ 335

XML

Rationalization Charges - Activity in Rationalization Plan Reserves (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restructuring Reserve [Roll Forward]
Balance at December 31, 2019			$ 43,713
Charged to expense	$ 2,505	$ 3,195	7,247	$ 48,594
Utilized and currency translation			(8,765)
Balance at September 30, 2020	42,195		42,195
Employee Severance and Benefits
Restructuring Reserve [Roll Forward]
Balance at December 31, 2019			42,815
Charged to expense			4,138
Utilized and currency translation			(5,410)
Balance at September 30, 2020	41,543		41,543
Plant Exit Costs
Restructuring Reserve [Roll Forward]
Balance at December 31, 2019			898
Charged to expense			2,005
Utilized and currency translation			(2,251)
Balance at September 30, 2020	652		652
Non-Cash Asset Write-Down
Restructuring Reserve [Roll Forward]
Balance at December 31, 2019			0
Charged to expense			1,104
Utilized and currency translation			(1,104)
Balance at September 30, 2020	$ 0		$ 0

XML

Rationalization Charges - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 42,195	$ 43,713
Other Restructuring | Rationalization Plan
Restructuring Cost and Reserve [Line Items]
Remaining expenses	2,100
Remaining cash expenditure	3,900
Annually Over Next Twenty Years | Central States Pension Plan withdrawal
Restructuring Cost and Reserve [Line Items]
Remaining interest accretion expense	1,100
Remaining cash expenditure	3,100
Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	4,800
Other Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 37,400

XML

Accumulated Other Comprehensive Loss - Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			$ 1,023,322
Other comprehensive loss before reclassifications			(19,543)
Amounts reclassified from accumulated other comprehensive loss			6,933
Other comprehensive income (loss)	$ 25,008	$ (22,550)	(12,610)	$ (19,115)
Ending balance	1,218,863	968,530	1,218,863	968,530
Accumulated Other Comprehensive Loss
Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(297,360)	(265,373)	(259,742)	(268,808)
Ending balance	(272,352)	$ (287,923)	(272,352)	$ (287,923)
Unrecognized Net Defined Benefit Plan Costs
Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(139,102)
Other comprehensive loss before reclassifications			(872)
Amounts reclassified from accumulated other comprehensive loss			5,427
Other comprehensive income (loss)			4,555
Ending balance	(134,547)		(134,547)
Change in Fair Value of Derivatives
Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(3,182)
Other comprehensive loss before reclassifications			(3,176)
Amounts reclassified from accumulated other comprehensive loss			1,506
Other comprehensive income (loss)			(1,670)
Ending balance	(4,852)		(4,852)
Foreign Currency Translation
Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(117,458)
Other comprehensive loss before reclassifications			(15,495)
Amounts reclassified from accumulated other comprehensive loss			0
Other comprehensive income (loss)			(15,495)
Ending balance	$ (132,953)		$ (132,953)

XML

Accumulated Other Comprehensive Loss - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Unrecognized Net Defined Benefit Plan Costs
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive (loss) reclassification adjustment from AOCI	$ (2.4)	$ (7.3)
Benefit for income taxes	0.6	1.9
Amortization of net actuarial (losses), before tax	(2.9)	(8.6)
Net prior service credit arising during period, before tax	0.4	1.3
Accumulated Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency gains (losses)	42.4	19.4
Foreign currency transaction and translation gain (loss) arising during period related to intra-entity transactions of a long-term investment nature, net of tax	(0.4)	(3.3)
Foreign currency transaction and translation gain (loss) related to net investment hedges, before reclassification and tax	(25.2)	(41.4)
Foreign currency translation, tax benefit (provision) related to net investment hedges	$ 6.0	$ 9.8

XML

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 294,896	$ 286,953	$ 275,015
Work-in-process	154,157	134,417	127,590
Finished goods	370,406	355,337	413,864
Other	15,217	12,793	12,620
Inventories, gross	834,676	789,500	829,089
Adjustment to value inventory at cost on the LIFO method	(156,495)	(156,495)	(125,883)
Inventories	$ 678,181	$ 633,005	$ 703,206

XML

Goodwill and Other Intangibles - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2019	$ 1,142,223
Acquisitions	520,946
Currency translation	39,294
Balance at September 30, 2020	1,702,463
Metal containers
Goodwill [Roll Forward]
Balance at December 31, 2019	113,463
Currency translation	2,217
Balance at September 30, 2020	115,680
Closures
Goodwill [Roll Forward]
Balance at December 31, 2019	801,776
Acquisitions	520,946
Currency translation	37,511
Balance at September 30, 2020	1,360,233
Plastic containers
Goodwill [Roll Forward]
Balance at December 31, 2019	226,984
Currency translation	(434)
Balance at September 30, 2020	$ 226,550

XML

Goodwill and Other Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Schedule of Intangible Assets (Excluding Goodwill) [Line Items]
Definite-lived intangibles, Gross Amount	$ 766,769	$ 461,489
Accumulated Amortization	(165,653)	(139,014)
Intangible Assets, Gross	798,909	493,629
Trade names
Schedule of Intangible Assets (Excluding Goodwill) [Line Items]
Indefinite-lived intangibles, Gross Amount	32,140	32,140
Customer relationships
Schedule of Intangible Assets (Excluding Goodwill) [Line Items]
Definite-lived intangibles, Gross Amount	696,003	422,042
Accumulated Amortization	(136,583)	(116,575)
Other
Schedule of Intangible Assets (Excluding Goodwill) [Line Items]
Definite-lived intangibles, Gross Amount	70,766	39,447
Accumulated Amortization	$ (29,070)	$ (22,439)

XML

Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Goodwill [Line Items]
Goodwill	$ 1,702,463	$ 1,128,151	$ 1,702,463	$ 1,128,151	$ 1,142,223
Amortization of intangible assets	10,400	$ 6,700	25,400	$ 20,400
Finite-lived intangible asset, expected amortization, 2020	35,900		35,900
Finite-lived intangible asset, expected amortization, 2021	40,700		40,700
Finite-lived intangible asset, expected amortization, 2022	39,900		39,900
Finite-lived intangible asset, expected amortization, 2023	39,900		39,900
Finite-lived intangible asset, expected amortization, 2024	38,300		38,300
Cobra Plastics and the Albea Dispensing Business
Goodwill [Line Items]
Goodwill	521,000		521,000
Cobra Plastics and the Albea Dispensing Business | Customer Relationships
Goodwill [Line Items]
Intangible assets recognized in acquisitions	268,500		268,500
Cobra Plastics and the Albea Dispensing Business | Technology-Based Intangible Assets
Goodwill [Line Items]
Intangible assets recognized in acquisitions	$ 28,000		$ 28,000

XML

Long-Term Debt (Details)	3 Months Ended			9 Months Ended
	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Feb. 26, 2020 USD ($)	Feb. 26, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Total debt - principal	$ 3,469,408,000		$ 2,661,075,000	$ 3,469,408,000	$ 2,661,075,000			$ 2,258,873,000
Less unamortized debt issuance costs	21,638,000		9,690,000	21,638,000	9,690,000			14,452,000
Debt long term and short term less unamortized debt issuance costs combined amount	3,447,770,000		2,651,385,000	3,447,770,000	2,651,385,000			2,244,421,000
Less current portion	284,465,000		841,430,000	284,465,000	841,430,000			29,813,000
Long-term debt	3,163,305,000		1,809,955,000	3,163,305,000	1,809,955,000			2,214,608,000
Loss on early extinguishment of debt	0		1,676,000	1,481,000	1,676,000
Bank debt
Debt Instrument [Line Items]
Total debt - principal	1,185,825,000		1,619,005,000	1,185,825,000	1,619,005,000			795,830,000
4¾% Senior Notes
Debt Instrument [Line Items]
Total debt - principal	$ 300,000,000		$ 300,000,000	$ 300,000,000	$ 300,000,000			$ 300,000,000
Senior note interest rate (in percentage)	4.75%		4.75%	4.75%	4.75%			4.75%
3¼% Senior Notes
Debt Instrument [Line Items]
Total debt - principal	$ 762,223,000		$ 708,630,000	$ 762,223,000	$ 708,630,000			$ 729,755,000
Senior note interest rate (in percentage)	3.25%		3.25%	3.25%	3.25%			3.25%
4⅛% Senior Notes
Debt Instrument [Line Items]
Total debt - principal	$ 600,000,000		$ 0	$ 600,000,000	$ 0			$ 400,000,000
Senior note interest rate (in percentage)	4.125%			4.125%				4.125%
Debt instrument, face amount						$ 200,000,000
2¼% Senior Notes
Debt Instrument [Line Items]
Total debt - principal	$ 586,325,000		0	$ 586,325,000	0			$ 0
Senior note interest rate (in percentage)	2.25%			2.25%
Debt instrument, face amount | €							€ 500,000,000
Debt instrument offering price percentage at principle amount						100.00%	100.00%
Finance Leases
Debt Instrument [Line Items]
Total debt - principal	$ 35,035,000		33,440,000	$ 35,035,000	33,440,000			33,288,000
Bank Revolving Loans | Bank debt
Debt Instrument [Line Items]
Total debt - principal	246,000,000		766,000,000	246,000,000	766,000,000			0
Less current portion	246,000,000.0			246,000,000.0
U S Term Loans | Bank debt
Debt Instrument [Line Items]
Total debt - principal	900,000,000		800,000,000	900,000,000	800,000,000			760,000,000
Canadian Term Loans | Bank debt
Debt Instrument [Line Items]
Total debt - principal	0		15,943,000	0	15,943,000			4,703,000
Other Foreign Bank Revolving and Term Loans | Bank debt
Debt Instrument [Line Items]
Total debt - principal	39,825,000		$ 37,062,000	39,825,000	$ 37,062,000			$ 31,127,000
Less current portion	36,600,000			36,600,000
Finance Leases
Debt Instrument [Line Items]
Less current portion	$ 1,900,000			$ 1,900,000
Senior Notes | 4⅛% Senior Notes
Debt Instrument [Line Items]
Debt instrument offering price percentage						99.50%	99.50%
Term Loan | A-Term Loans
Debt Instrument [Line Items]
Loss on early extinguishment of debt		$ 1,500,000

XML

Long-Term Debt - 2 1/4% Senior Notes (Details) - 2¼% Senior Notes	Feb. 26, 2020	Sep. 30, 2020
Debt Instrument [Line Items]
Senior note interest rate (in percentage)		2.25%
Debt Instrument, Redemption - Post March 1 2023
Debt Instrument [Line Items]
Initial redemption price (in percentage)	101.125%
Final redemption price (in percentage)	100.00%
Debt Instrument, Redemption - Pre March 1 2023
Debt Instrument [Line Items]
Maximum redemption percent allowed and limited to proceeds from equity offering (in percentage)	35.00%
Debt redemption, price percent of principal amount, from the proceeds of certain equity offerings (in percentage)	102.25%
Debt instrument, redemption price, (in percentage)	100.00%
Redemption price percent if change in control occurs (in percentage)	101.00%

XML

Long-Term Debt - Incremental Term Loan Commitment Agreement (Details) - USD ($) $ in Thousands		3 Months Ended
	Jun. 01, 2020	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Debt Instrument [Line Items]
Total debt - principal		$ 3,469,408	$ 2,258,873	$ 2,661,075
Incremental U S Term Loans | Base Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Incremental U S Term Loans | Eurodollar Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
Bank debt
Debt Instrument [Line Items]
Total debt - principal		1,185,825	$ 795,830	$ 1,619,005
Bank debt | Incremental U S Term Loans
Debt Instrument [Line Items]
Total debt - principal	$ 900,000
Long-term debt, maturity, December 31, 2021		90,000
Long-term debt, maturity, December 31, 2022		90,000
Long-term debt, maturity, December 31, 2023		$ 90,000
Minimum | Incremental U S Term Loans | Base Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.25%
Minimum | Incremental U S Term Loans | Eurodollar Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.25%
Maximum | Incremental U S Term Loans | Base Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.75%
Maximum | Incremental U S Term Loans | Eurodollar Rate Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.75%

XML

Financial Instruments - Carrying Amounts and Estimated Fair Values of Other Financial Instruments (Details) $ in Thousands	Sep. 30, 2020 USD ($)
4¾% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior note interest rate (in percentage)	4.75%
3¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior note interest rate (in percentage)	3.25%
4⅛% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior note interest rate (in percentage)	4.125%
2¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior note interest rate (in percentage)	2.25%
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 193,759
Derivative instruments (accrued and other liabilities)	6,588
Carrying Amount | Bank debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	1,185,825
Carrying Amount | 4¾% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	300,000
Carrying Amount | 3¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	762,223
Carrying Amount | 4⅛% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	599,062
Carrying Amount | 2¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	586,325
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	193,759
Derivative instruments (accrued and other liabilities)	6,588
Fair Value | Bank debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	1,185,825
Fair Value | 4¾% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	305,250
Fair Value | 3¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	772,589
Fair Value | 4⅛% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	613,500
Fair Value | 2¼% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank debt	$ 573,133

XML

Financial Instruments - Additional Information (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
USD Interest Rate Swap Contract One
Derivative [Line Items]
Derivative, notional amount	$ 50,000,000.0	$ 50,000,000.0
Fixed interest rate	2.878%	2.878%
USD Interest Rate Swap Contract Two
Derivative [Line Items]
Derivative, notional amount	$ 50,000,000.0	$ 50,000,000.0
Fixed interest rate	2.878%	2.878%
Accumulated Translation Adjustment
Derivative [Line Items]
Foreign currency (losses) gains of net investment hedges included in accumulated other comprehensive loss	$ (25,200,000)	$ (41,400,000)

XML

Retirement Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2,983	$ 2,871	$ 9,958	$ 9,383
Interest cost	5,816	7,149	17,236	21,241
Expected return on plan assets	(18,104)	(15,200)	(54,091)	(45,425)
Amortization of prior service cost	43	46	154	86
Amortization of actuarial losses	2,993	4,084	8,862	12,324
Net periodic benefit credit	(6,269)	(1,050)	(17,881)	(2,391)
Other Postretirement Benefit Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	18	16	66	60
Interest cost	142	200	425	569
Amortization of prior service cost	(487)	(586)	(1,454)	(1,749)
Amortization of actuarial losses	(115)	(33)	(254)	(366)
Net periodic benefit credit	$ (442)	$ (403)	$ (1,217)	$ (1,486)

XML

Treasury Stock - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Oct. 17, 2016
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, additional repurchase authorization		$ 300,000,000.0
Treasury stock (in shares)	64,226,667
2016 BOD Authorized Common Stock Repurchase
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock (in shares)	259,461
Average cost per share of treasury stock acquired (usd per share)	$ 26.71
Payments for repurchase of common stock	$ 6,900,000
Remaining authorized repurchase amount	$ 105,600,000
2004 Amended and Restated Stock Incentive Plan
Equity, Class of Treasury Stock [Line Items]
Average cost per share of treasury stock acquired (usd per share)	$ 28.63
Average cost of treasury shares that were issued for restricted stock units that vested during the period (usd per share)	$ 3.16
Shares repurchased to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units (in shares)	217,325
2004 Amended and Restated Stock Incentive Plan | Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Treasury shares issued for restricted stock units that vested during the period (in shares)	582,151

XML

Stock-Based Compensation - Additional Information (Details) - Restricted Stock Units $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (shares) | shares	453,622
Fair value of restricted stock units granted | $	$ 13.6

XML

Business Segment Information - Reportable Business Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting Information [Line Items]
Net sales		$ 1,488,499	$ 1,321,342	$ 3,695,353	$ 3,441,635
Depreciation and amortization	[1]	58,031	51,875	160,127	154,151
Rationalization charges		2,505	3,195	7,247	48,594
Segment Income		174,033	132,695	407,408	288,035
Amortization of debt issuance costs and discounts		1,200		3,300
Amortization of debt discount			800		2,600
Metal Containers
Segment Reporting Information [Line Items]
Net sales		856,660	822,262	1,962,370	1,904,941
Depreciation and amortization	[1]	21,008	21,477	62,034	64,021
Rationalization charges		1,639	3,035	4,755	42,280
Segment Income		94,497	81,128	213,757	134,053
Closures
Segment Reporting Information [Line Items]
Net sales		475,105	353,436	1,242,725	1,072,979
Depreciation and amortization	[1]	27,777	20,847	69,927	62,345
Rationalization charges		787	72	2,229	5,979
Segment Income		64,161	44,784	167,971	131,896
Plastic Containers
Segment Reporting Information [Line Items]
Net sales		156,734	145,644	490,258	463,715
Depreciation and amortization	[1]	9,207	9,512	28,046	27,665
Rationalization charges		79	88	263	335
Segment Income		21,887	11,425	66,918	36,902
Corporate
Segment Reporting Information [Line Items]
Net sales		0	0	0	0
Depreciation and amortization	[1]	39	39	120	120
Rationalization charges		0	0	0	0
Segment Income		$ (6,512)	$ (4,642)	$ (41,238)	$ (14,816)

[1] Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $1.2 million and $3.3 million for the three and nine months ended September 30, 2020, respectively, and amortization of debt issuance costs of $0.8 million and $2.6 million for the three and nine months ended September 30, 2019, respectively.

XML

Business Segment Information - Reconciliation of Segment Income to Income before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting [Abstract]
Segment Income	$ 174,033	$ 132,695	$ 407,408	$ 288,035
Interest and other debt expense	27,725	28,443	78,532	83,948
Income before income taxes	$ 146,308	$ 104,252	$ 328,876	$ 204,087