What changed in this filing

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Item 1. Financial Statements

2020-11-06 compared with 2020-08-07 · 116 added, 93 removed, 487 unchanged (30% of the section changed)

3 unchanged sentences

(Dollars in thousands)

June 30, 2020 June 30, 2019 Dec.

30, 2020 Sept.

30, 2019 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2020 and 2019

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

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

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

Net sales $ 1,488,499 $ 1,321,342 $ 3,695,353 $ 3,441,635

8 unchanged sentences

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

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended June 30, 2020 and 2019

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

(Dollars in thousands)

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

Net income $ 112,851 $ 81,274 $ 248,623 $ 158,970

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2020 and 2019

For the nine months ended September 30, 2020 and 2019

(Dollars in thousands)

13 unchanged sentences

Other, net 8,981 19,181

Net cash used in operating activities ( 63,804 ) ( 129,078 )

Net cash provided by (used in) operating activities 118,466 ( 2,411 )

Cash flows provided by (used in) investing activities:

23 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the three and six months ended June 30, 2020 and 2019

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

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

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

Common stock - shares outstanding

2 unchanged sentences

Net issuance of treasury stock for vested restricted stock units

52 48 365 746

Repurchases of common stock

26 unchanged sentences

( 297,360 ) ( 265,373 ) ( 259,742 ) ( 268,808 )

Other comprehensive loss

337 7,058 ( 37,618 ) 3,435

Other comprehensive income (loss) 25,008 ( 22,550 ) ( 12,610 ) ( 19,115 )

Balance at end of period

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

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

three and nine months then ended is unaudited)

Significant Accounting Policies

7 unchanged sentences

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.

7 unchanged sentences

Revenues by business segment were as follows:

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

3 unchanged sentences

$ 1,488,499 $ 1,321,342 $ 3,695,353 $ 3,441,635

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 Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

2 unchanged sentences

$ 1,488,499 $ 1,321,342 $ 3,695,353 $ 3,441,635

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

Our contracts generally include standard commercial payment terms generally acceptable in each region.

3 unchanged sentences

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 $ 80.4 million, $ 77.2 million, and $ 71.1 million as of June 30, 2020 and 2019 and December 31, 2019, respectively.

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.

11 unchanged sentences

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 $ 16.1 million and $ 18.3 million for the three and six months ended June 30, 2020, respectively, which are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income.

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.

1 unchanged sentence

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.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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)

14 unchanged sentences

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 six months ended June 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date.

Net sales from the Albéa Dispensing Business operations of $ 29.9 million were included in our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2020.

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.

Rationalization Charges

2 unchanged sentences

Rationalization charges by business segment were as follows:

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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:

6 unchanged sentences

Utilized and currency translation ( 5,410 ) ( 2,251 ) ( 1,104 ) ( 8,765 )

Balance at June 30, 2020 $ 41,643 $ 652 $ — $ 42,295

Rationalization reserves as of June 30, 2020 were recorded in our Condensed Consolidated Balance Sheets as accrued liabilities of $ 4.5 million and other liabilities of $ 37.8 million.

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.

16 unchanged sentences

Other comprehensive loss 4,555 ( 1,670 ) ( 15,495 ) ( 12,610 )

Balance at June 30, 2020 $ ( 136,354 ) $ ( 5,533 ) $ ( 155,473 ) $ ( 297,360 )

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2020, were net (losses) of $( 2.5 ) million and $( 4.9 ) million, respectively, excluding income tax benefits of $ 0.7 million and $ 1.3 million, respectively.

For the three and six months ended June 30, 2020 these net (losses) consisted of amortization of net actuarial (losses) of $( 2.9 ) million and $( 5.7 ) million and amortization of net prior service credit of $ 0.4 million and $ 0.8 million, respectively.

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 six months ended June 30, 2020 were not significant.

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.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

Other comprehensive loss before reclassifications related to foreign currency translation for the three and six months ended June 30, 2020, consisted of (i) foreign currency gains (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $ 10.2 million and $( 22.7 ) million, respectively, (ii) foreign currency gains (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature of $ 0.1 million and $( 2.9 ) million, respectively, and (iii) foreign currency (losses) related to our net investment hedges of $( 15.6 ) million and $( 16.2 ) million, respectively, excluding income tax benefits of $ 3.6 million and $ 3.8 million, respectively.

(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.

Inventories consisted of the following:

June 30, 2020 June 30, 2019 Dec.

30, 2020 Sept.

30, 2019 Dec.

(Dollars in thousands)

15 unchanged sentences

Currency translation 2,217 37,511 ( 434 ) 39,294

Balance at June 30, 2020 $ 113,379 $ 1,329,081 $ 226,154 $ 1,668,614

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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:

June 30, 2020 December 31, 2019

30, 2020 Dec.

Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization

8 unchanged sentences

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 $ 8.1 million and $ 14.9 million for the three and six months ended June 30, 2020, respectively, and $ 6.8 million and $ 13.6 million for the three and six months ended June 30, 2019, respectively.

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.

1 unchanged sentence

Long-term debt consisted of the following:

June 30, 2020 June 30, 2019 Dec.

30, 2020 Sept.

30, 2019 Dec.

(Dollars in thousands)

5 unchanged sentences

4¾% Senior Notes

300,000 300,000 300,000

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

At June 30, 2020, the current portion of long-term debt consisted of $ 354.0 million of bank revolving loans under the Credit Agreement, $ 35.6 million of other foreign bank revolving and term loans and $ 1.8 million of finance leases.

(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.

27 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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).

4 unchanged sentences

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 June 30, 2020:

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

(Dollars in thousands)

14 unchanged sentences

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at June 30, 2020 consisted of our cash and cash equivalents and derivative instruments.

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.

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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.

14 unchanged sentences

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 six month periods ended June 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 June 30, 2020 was not significant.

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 six month periods ended June 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 June 30, 2020 was not significant.

The total fair value of our natural gas swap agreements in effect at September 30, 2020 was not significant.

Foreign Currency Exchange Rate Risk

2 unchanged sentences

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 six months ended June 30, 2020 were $( 15.6 ) million and $( 16.2 ) million, respectively.

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.

Commitments and Contingencies

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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.

3 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

6 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

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

three and nine months then ended is unaudited)

Silgan and its subsidiaries file U.S.

4 unchanged sentences

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 six months ended June 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 June 30, 2020, we had approximately $ 105.6 million remaining under this authorization for the repurchase of our common stock.

During the first six 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.

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.

1 unchanged sentence

We account for treasury shares using the first-in, first-out (FIFO) cost method.

As of June 30, 2020, 64,226,667 shares of our common stock were held in treasury.

As of September 30, 2020, 64,226,667 shares of our common stock were held in treasury.

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 six months of 2020, 423,622 restricted stock units were granted to certain of 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

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

three and nine months then ended is unaudited)

Business Segment Information

3 unchanged sentences

(Dollars in thousands)

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

Net sales $ 856,660 $ 475,105 $ 156,734 $ — $ 1,488,499

3 unchanged sentences

Segment income 94,497 64,161 21,887 ( 6,512 ) 174,033

Three Months Ended June 30, 2019

Three Months Ended September 30, 2019

Net sales $ 822,262 $ 353,436 $ 145,644 $ — $ 1,321,342

3 unchanged sentences

Segment income 81,128 44,784 11,425 ( 4,642 ) 132,695

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Net sales $ 1,962,370 $ 1,242,725 $ 490,258 $ — $ 3,695,353

3 unchanged sentences

Segment income 213,757 167,971 66,918 ( 41,238 ) 407,408

Six Months Ended June 30, 2019

Nine Months Ended September 30, 2019

Net sales $ 1,904,941 $ 1,072,979 $ 463,715 $ — $ 3,441,635

4 unchanged sentences

_____________

(1) Depreciation and amortization excludes amortization of debt discount and debt issuance costs of $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2020, respectively, and debt issuance costs of $ 0.9 million and $ 1.8 million for the three and six months ended June 30, 2019, respectively.

(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 Six Months Ended

June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019

Three Months Ended Nine Months Ended

30, 2020 Sept.

30, 2019 Sept.

30, 2020 Sept.

(Dollars in thousands)

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and six months then ended is unaudited)

(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.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements