What changed in this filing

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Item 1. Financial Statements

2023-11-02 compared with 2023-08-03 · 102 added, 76 removed, 395 unchanged (31% of the section changed)

3 unchanged sentences

(Dollars in thousands)

June 30, 2023 June 30, 2022 Dec.

30, 2023 Sept.

30, 2022 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2023 and 2022

For the three and nine months ended September 30, 2023 and 2022

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

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

Net sales $ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended June 30, 2023 and 2022

For the three and nine months ended September 30, 2023 and 2022

(Dollars in thousands)

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

Net income $ 110,617 $ 138,703 $ 261,536 $ 316,253

3 unchanged sentences

Foreign currency translation ( 33,892 ) ( 58,254 ) 24,976 ( 109,957 )

Other comprehensive income (loss) 45,016 ( 63,574 ) 65,756 ( 48,388 )

Other comprehensive (loss) income ( 30,032 ) ( 57,140 ) 35,724 ( 105,528 )

Comprehensive income $ 80,585 $ 81,563 $ 297,260 $ 210,725

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2023 and 2022

For the nine months ended September 30, 2023 and 2022

(Dollars in thousands)

27 unchanged sentences

Repurchase of common stock ( 183,939 ) ( 39,402 )

Net cash provided by financing activities 574,011 96,897

Net cash provided by (used in) financing activities 487,600 ( 90,561 )

Effect of exchange rate changes on cash and cash equivalents 502 ( 18,136 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2023 and 2022

For the three and nine months ended September 30, 2023 and 2022

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

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

Common stock - shares outstanding

2 unchanged sentences

Net issuance of treasury stock for vested restricted stock units

46 65 312 455

Repurchases of common stock

25 unchanged sentences

( 279,554 ) ( 308,216 ) ( 345,310 ) ( 259,828 )

Other comprehensive income (loss) 45,016 ( 63,574 ) 65,756 ( 48,388 )

Other comprehensive (loss) income ( 30,032 ) ( 57,140 ) 35,724 ( 105,528 )

Balance at end of period

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 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, 2022.

Goodwill and Other Intangible Assets.

We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment.

We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2023 assessment performed during the third quarter.

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

Revenues by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

(Dollars in thousands)

4 unchanged sentences

Revenues by geography were as follows:

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

(Dollars in thousands)

2 unchanged sentences

$ 1,803,101 $ 1,970,445 $ 4,648,109 $ 4,956,112

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 109.7 million, $ 110.3 million, and $ 110.2 million as of June 30, 2023 and 2022 and December 31, 2022, respectively.

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 104.2 million, $ 113.3 million, and $ 110.2 million as of September 30, 2023 and 2022 and December 31, 2022, respectively.

Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Rationalization Charges

2 unchanged sentences

Rationalization charges by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

(Dollars in thousands)

5 unchanged sentences

and Benefits Plant

Costs Non-Cash

Write-Down Total

(Dollars in thousands)

3 unchanged sentences

Utilized and currency translation ( 6,647 ) ( 3,885 ) ( 3,375 ) ( 13,907 )

Balance at June 30, 2023

Balance at September 30, 2023

$ 30,941 $ 164 $ — $ 31,105

Rationalization reserves as of June 30, 2023 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 2.5 million and other liabilities of $ 27.2 million.

Rationalization reserves as of September 30, 2023 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 4.1 million and other liabilities of $ 27.0 million.

Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $ 6.6 million and $ 9.9 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Accumulated Other Comprehensive Loss

14 unchanged sentences

Other comprehensive income 5,518 5,230 24,976 35,724

Balance at June 30, 2023

Balance at September 30, 2023

$ ( 151,215 ) $ 4,458 $ ( 162,829 ) $ ( 309,586 )

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2023 were net (losses) of $( 2.6 ) million and $( 5.1 ) million, respectively, excluding income tax benefits of $ 1.4 million and $ 1.6 million, respectively.

For the three and six months ended June 30, 2023, these net (losses) consisted of amortization of net actuarial (losses) of $( 2.8 ) million and $( 5.5 ) million and amortization of net prior service credit of $ 0.2 million and $ 0.4 million, respectively.

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2023 were net (losses) of $( 2.5 ) million and $( 7.7 ) million, respectively, excluding income tax benefits of $ 0.5 million and $ 2.2 million, respectively.

For the three and nine months ended September 30, 2023, these net (losses) consisted of amortization of net actuarial (losses) of $( 2.7 ) million and $( 8.3 ) million and amortization of net prior service credit of $ 0.2 million and $ 0.6 million, respectively.

Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income.

See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2023 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and six months ended June 30, 2023 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 $ 16.1 million and $ 41.7 million, respectively, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $ 1.1 million and $ 1.9 million, respectively, and (iii) foreign currency (losses) related to our net investment hedges of $( 2.1 ) million and $( 10.9 ) million, respectively, excluding income tax benefits of $ 0.5 million and $ 2.6 million, respectively.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2023 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2023 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $( 45.5 ) million and $( 3.8 ) million, respectively, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $ 0.1 million and $ 2.0 million, respectively, and (iii) foreign currency gains related to our net investment hedges of $ 15.0 million and $ 4.1 million, respectively, excluding income tax (provisions) of $( 3.6 ) million and $( 1.0 ) million, respectively.

See Note 7 for further discussion.

Amounts reclassified from accumulated other comprehensive loss related to foreign currency translation for the three and six months ended June 30, 2023 related to the shutdown of our metal container manufacturing facilities in Russia.

Amounts reclassified from accumulated other comprehensive loss related to foreign currency translation for the nine months ended September 30, 2023 related to the shutdown of our metal container manufacturing facilities in Russia.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Inventories consisted of the following:

June 30, 2023 June 30, 2022 Dec.

30, 2023 Sept.

30, 2022 Dec.

(Dollars in thousands)

8 unchanged sentences

Long-term debt consisted of the following:

June 30, 2023 June 30, 2022 Dec.

30, 2023 Sept.

30, 2022 Dec.

(Dollars in thousands)

14 unchanged sentences

$ 3,312,685 $ 3,246,738 $ 3,345,381

At June 30, 2023, the current portion of long-term debt consisted of $ 738.0 million of U.S.

At September 30, 2023, the current portion of long-term debt consisted of $ 818.0 million of U.S.

revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 51.9 million of other foreign bank revolving and term loans and $ 27.9 million of finance leases.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Financial Instruments

1 unchanged sentence

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, 2023:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2023:

(Dollars in thousands)

5 unchanged sentences

1.4 % Senior Secured Notes

499,862 443,505

Fair Value Measurements

6 unchanged sentences

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at June 30, 2023 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, 2023 consisted of our cash and cash equivalents and derivative instruments.

We measured the fair value of cash and cash equivalents using Level 1 inputs.

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures.

11 unchanged sentences

These agreements have a fixed rate ranging from 3.889 percent to 3.905 percent, mature on April 3, 2026, and were entered into with financial institutions which are expected to fully perform under the terms thereof.

The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three and six months ended June 30, 2023.

The total fair value of our interest rate swaps agreements in effect at June 30, 2023 was not significant.

The total fair value of our interest rate swaps agreements in effect at September 30, 2023 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices.

The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three and six months ended June 30, 2023.

These agreements are with a financial institution which is expected to fully perform under the terms thereof.

The total fair value of our natural gas swap agreements in effect at June 30, 2023 was not significant.

The total fair value of our natural gas swap agreements in effect at September 30, 2023 was not significant.

Foreign Currency Exchange Rate Risk

1 unchanged sentence

In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the 3¼% Senior Notes which are Euro denominated.

Foreign currency (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2023 were $( 2.1 ) million and $( 10.9 ) million, respectively.

Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2023 were $ 15.0 million and $ 4.1 million, respectively.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Commitments and Contingencies

8 unchanged sentences

The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date.

Suppliers’ invoices included in this SCF program were $ 321.9 million, $ 369.5 million and $ 346.8 million at June 30, 2023 and 2022 and December 31, 2022, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Suppliers’ invoices included in this SCF program were $ 294.1 million, $ 321.9 million and $ 346.8 million at September 30, 2023 and 2022 and December 31, 2022, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Retirement Benefits

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

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 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, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

(Dollars in thousands)

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Silgan and its subsidiaries file U.S.

4 unchanged sentences

On March 4, 2022, our Board of Directors authorized the repurchase by us of up to an aggregate of $ 300.0 million of our common stock by various means from time to time through and including December 31, 2026.

During the six months ended June 30, 2023, we repurchased an aggregate of 445,104 shares of our common stock at an average price per share of $ 48.74 , for a total purchase price of $ 21.7 million.

At June 30, 2023, we had approximately $ 246.2 million remaining under this authorization for the repurchase of our common stock.

During the first six months of 2023, we issued 487,409 treasury shares which had an average cost of $ 3.19 per share for restricted stock units that vested during the period that had been previously issued under a prior stock-based compensation plan.

During the nine months ended September 30, 2023, we repurchased an aggregate of 3,893,098 shares of our common stock at an average price per share of $ 44.86 , for a total purchase price of $ 174.6 million.

At September 30, 2023, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2023, we issued 487,409 treasury shares which had an average cost of $ 3.19 per share for restricted stock units that vested during the period that had been previously issued under a prior stock-based compensation plan.

In accordance with the applicable agreements for such restricted stock units, we repurchased 174,882 shares of our common stock at an average cost of $ 52.71 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

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

As of June 30, 2023, 65,166,066 shares of our common stock were held in treasury.

As of September 30, 2023, 68,614,060 shares of our common stock were held in treasury.

Stock-Based Compensation

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Segment Information

12 unchanged sentences

(Dollars in thousands)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Net sales $ 559,081 $ 1,094,609 $ 149,411 $ — $ 1,803,101

1 unchanged sentence

Depreciation 25,691 18,177 8,089 8 51,965

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Net sales $ 575,530 $ 1,212,034 $ 182,881 $ — $ 1,970,445

1 unchanged sentence

Depreciation 24,541 17,509 8,752 39 50,841

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Net sales $ 1,699,109 $ 2,475,569 $ 473,431 $ — $ 4,648,109

1 unchanged sentence

Depreciation 76,206 54,693 25,923 66 156,888

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Net sales $ 1,775,888 $ 2,617,156 $ 563,068 $ — $ 4,956,112

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2023 and 2022 and for the

three and six months then ended is unaudited)

(Information at September 30, 2023 and 2022 and for the

three and nine months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three Months Ended Nine Months Ended

30, 2023 Sept.

30, 2022 Sept.

30, 2023 Sept.

(Dollars in thousands)

12 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