What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-08 · 100 added, 61 removed, 375 unchanged (30% of the section changed)

3 unchanged sentences

(Dollars in thousands)

March 31, 2024 March 31, 2023 Dec.

June 30, 2024 June 30, 2023 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2024 and 2023

For the three and six months ended June 30, 2024 and 2023

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

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net sales $ 1,381,365 $ 1,426,727 $ 2,698,403 $ 2,845,008

19 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended March 31, 2024 and 2023

For the three and six months ended June 30, 2024 and 2023

(Dollars in thousands)

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net income $ 76,097 $ 78,890 $ 131,261 $ 150,919

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2024 and 2023

For the six months ended June 30, 2024 and 2023

(Dollars in thousands)

39 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2024 and 2023

For the three and six months ended June 30, 2024 and 2023

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

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Common stock - shares outstanding

3 unchanged sentences

Repurchases of common stock

— ( 352 ) — ( 445 )

Balance at end of period

7 unchanged sentences

Stock compensation expense

3,833 3,475 7,948 7,156

Net issuance of treasury stock for vested restricted stock units

22 unchanged sentences

Repurchases of common stock

— ( 16,957 ) — ( 21,757 )

Balance at end of period

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six 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, 2023.

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

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

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

Revenues by segment for the three months ended March 31 were as follows:

Revenues by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

3 unchanged sentences

$ 1,381,365 $ 1,426,727 $ 2,698,403 $ 2,845,008

Revenues by geography for the three months ended March 31 were as follows:

Revenues by geography were as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

2 unchanged sentences

$ 1,381,365 $ 1,426,727 $ 2,698,403 $ 2,845,008

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 97.2 million, $ 108.5 million, and $ 100.0 million as of March 31, 2024 and 2023 and December 31, 2023, respectively.

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 101.4 million, $ 109.7 million, and $ 100.0 million as of June 30, 2024 and 2023 and December 31, 2023, 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 March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six months then ended is unaudited)

Rationalization Charges

1 unchanged sentence

We use a disciplined approach to identify opportunities that generate attractive cash returns.

Rationalization charges by segment for the three months ended March 31 were as follows:

Rationalization charges by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

12 unchanged sentences

Utilized and currency translation ( 9,397 ) ( 11,697 ) ( 1,573 ) ( 22,667 )

Balance at March 31, 2024

Balance at June 30, 2024

$ 29,738 $ 165 $ — $ 29,903

Rationalization reserves as of March 31, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 7.2 million and other liabilities of $ 26.4 million.

Rationalization reserves as of June 30, 2024 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 3.8 million and other liabilities of $ 26.1 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 $ 5.1 million and $ 7.9 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six months then ended is unaudited)

Accumulated Other Comprehensive Loss

14 unchanged sentences

Other comprehensive loss 2,814 2,952 ( 51,935 ) ( 46,169 )

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 130,709 ) $ 2,736 $ ( 169,557 ) $ ( 297,530 )

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2024 were net (losses) of $( 1.8 ) million, excluding income tax benefits of $ 0.4 million.

For the three months ended March 31, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.8 ) million.

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, 2024 were net (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively, excluding income tax benefits of $ 0.4 million and $ 0.8 million, respectively.

For the three and six months ended June 30, 2024, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively.

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

See Note 10 for further information.

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

Other comprehensive loss before reclassifications related to foreign currency translation for the three months ended March 31, 2024 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $( 33.5 ) million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $ 0.1 million, and (iii) foreign currency gains related to our net investment hedges of $ 11.6 million, excluding an income tax (provision) of $( 2.7 ) million.

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, 2024 were not significant.

Other comprehensive loss before reclassifications related to foreign currency translation for the three and six months ended June 30, 2024 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $( 30.3 ) million and $( 63.7 ) million, respectively, and (ii) foreign currency gains related to our net investment hedges of $ 3.9 million and $ 15.5 million, respectively, excluding income tax (provisions) of $( 1.0 ) million and $( 3.7 ) million, respectively.

See Note 7 for further discussion.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six months then ended is unaudited)

Inventories consisted of the following:

March 31, 2024 March 31, 2023 Dec.

June 30, 2024 June 30, 2023 Dec.

(Dollars in thousands)

8 unchanged sentences

Long-term debt consisted of the following:

March 31, 2024 March 31, 2023 Dec.

June 30, 2024 June 30, 2023 Dec.

(Dollars in thousands)

15 unchanged sentences

$ 2,530,718 $ 3,351,176 $ 2,546,451

At March 31, 2024, the current portion of long-term debt consisted of $ 702.0 million of 3¼% Senior Notes due 2025, $ 580.0 million of U.S.

At June 30, 2024, the current portion of long-term debt consisted of $ 696.6 million of 3¼% Senior Notes due 2025, $ 665.0 million of U.S.

revolving loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 33.5 million of other foreign bank revolving and term loans and $ 3.1 million of finance leases.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six 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 March 31, 2024:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2024:

(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 March 31, 2024 consisted of our cash and cash equivalents and derivative instruments.

The financial assets and liabilities that were measured on a recurring basis at June 30, 2024 consisted of our cash and cash equivalents and derivative instruments.

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

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six months then ended is unaudited)

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

9 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 months ended March 31, 2024.

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

The total fair value of our interest rate swaps agreements in effect at June 30, 2024 was not significant.

Natural Gas Swap Agreements

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

The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2024.

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

The total fair value of our natural gas swap agreements in effect at March 31, 2024 was not significant.

The total fair value of our natural gas swap agreements in effect at June 30, 2024 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 gains related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2024 were $ 11.6 million.

Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2024 were $ 3.9 million and $ 15.5 million, respectively.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six 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 $ 252.6 million, $ 318.4 million and $ 330.2 million at March 31, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Suppliers’ invoices included in this SCF program were $ 251.0 million, $ 321.9 million and $ 330.2 million at June 30, 2024 and 2023 and December 31, 2023, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Retirement Benefits

The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:

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

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

5 unchanged sentences

Net periodic benefit cost $ 1,677 $ 3,735 $ 3,359 $ 7,457

The components of the net periodic other postretirement benefit cost (credit) for the three months ended March 31 were as follows:

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

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six 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.

We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2024.

At March 31, 2024, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2024, we issued 449,998 treasury shares which had an average cost of $ 3.19 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans.

We did not repurchase any shares of our common stock pursuant to this authorization during the six months ended June 30, 2024.

At June 30, 2024, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first six months of 2024, we issued 455,494 treasury shares which had an average cost of $ 3.19 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans.

In accordance with the applicable agreements for such restricted stock units, we repurchased 176,093 shares of our common stock at an average cost of $ 43.92 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

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

As of March 31, 2024, 68,337,362 shares of our common stock were held in treasury.

As of June 30, 2024, 68,333,140 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 restricted stock units to our officers, other key employees and outside directors.

During the first three months of 2024, 460,600 restricted stock units were granted to certain of our officers and other key employees.

During the first six months of 2024, 476,872 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 $ 21.0 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 March 31, 2024 and 2023 and for the

three months then ended is unaudited)

(Information at June 30, 2024 and 2023 and for the

three and six months then ended is unaudited)

Segment Information

2 unchanged sentences

We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S.

pension plans and rationalization charges.

pension plans, rationalization charges and costs attributed to announced acquisitions.

Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

Reportable segment information for the three months ended March 31 was as follows:

Reportable segment information was as follows:

Dispensing and Specialty Closures Metal

2 unchanged sentences

(Dollars in thousands)

Three months ended March 31, 2024

Three Months Ended June 30, 2024

Net sales $ 565,377 $ 650,796 $ 165,192 $ — $ 1,381,365

2 unchanged sentences

Depreciation 25,384 18,892 8,823 47 53,146

Three months ended March 31, 2023

Three Months Ended June 30, 2023

Net sales $ 560,096 $ 710,864 $ 155,767 $ — $ 1,426,727

2 unchanged sentences

Depreciation 25,756 18,528 8,999 18 53,301

Six Months Ended June 30, 2024

Net sales $ 1,101,297 $ 1,267,925 $ 329,181 $ — $ 2,698,403

Income before interest and income taxes 138,661 97,983 38,328 ( 21,400 ) 253,572

Adjusted EBIT 170,557 103,467 42,713 ( 15,893 ) 300,844

Depreciation 50,535 37,805 17,887 68 106,295

Six Months Ended June 30, 2023

Net sales $ 1,140,028 $ 1,380,960 $ 324,020 $ — $ 2,845,008

Income before interest and income taxes 134,663 121,378 35,414 ( 16,234 ) 275,221

Adjusted EBIT 159,818 128,140 38,478 ( 16,234 ) 310,202

Depreciation 50,515 36,516 17,834 58 104,923

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2024 and 2023 and for the

three months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:

(Information at June 30, 2024 and 2023 and for the

three and six 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, 2024 June 30, 2023 June 30, 2024 June 30, 2023

(Dollars in thousands)

4 unchanged sentences

Rationalization charges 6,859 2,667 18,550 6,788

Costs attributed to announced acquisitions 5,507 — 5,507 —

Income before interest and income taxes 141,853 143,993 253,572 275,221

4 unchanged sentences

Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter.

Subsequent Event

On July 24, 2024, the Company announced it entered into a sale and purchase agreement to acquire Weener Plastics Holding B.V., or Weener, a leading producer of differentiated dispensing solutions for personal care, food and healthcare products, for an enterprise value of € 838 million.

Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities.

For the year ended December 31, 2023, Weener generated sales of approximately $ 471 million.

This proposed acquisition is expected to close in the fourth quarter of 2024 and is subject to applicable regulatory approvals and certain other customary conditions.

The purchase price for this proposed acquisition is subject to certain adjustments set forth in the sale and purchase agreement.

The Company expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under the Credit Agreement.

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