10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

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)

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 [ X ]   No [   ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, 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 [ X ]   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  [ X ]	Accelerated filer  [   ]
Non-accelerated filer  [   ]  (Do not check if a smaller reporting company)	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 [ X ]

As of April 30, 2018, the number of shares outstanding of the Registrant’s common stock, $0.01 par value, was 110,599,464.

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SILGAN HOLDINGS INC.
TABLE OF CONTENTS
	Page No.
Part I.  Financial Information	3
Item 1.    Financial Statements	3
Condensed Consolidated Balance Sheets at March 31, 2018 and 2017 and December 31, 2017	3
Condensed Consolidated Statements of Income for the three months ended March 31, 2018 and 2017	4
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017	5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017	6
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2018 and 2017	7
Notes to Condensed Consolidated Financial Statements	8
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.    Controls and Procedures	24
Part II.  Other Information	25
Item 1. Legal Proceedings	25
Item 6.    Exhibits	25
Signatures	26
Exhibit Index	27

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Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31, 2018			March 31, 2017			Dec. 31, 2017
	(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	174,540		$	350,621		$	53,533
Trade accounts receivable, net	578,584			331,668			454,637
Inventories	743,286			712,854			721,290
Prepaid expenses and other current assets	72,127			48,356			62,462
Total current assets	1,568,537			1,443,499			1,291,922
Property, plant and equipment, net	1,502,880			1,166,609			1,489,872
Goodwill	1,183,678			607,004			1,171,454
Other intangible assets, net	413,240			177,907			417,088
Other assets, net	284,152			254,987			275,113
	$	4,952,487		$	3,650,006		$	4,645,449
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	758,652		$	580,247		$	108,789
Trade accounts payable	552,707			390,288			659,629
Accrued payroll and related costs	66,764			42,943			66,257
Accrued liabilities	81,173			79,514			123,602
Total current liabilities	1,459,296			1,092,992			958,277
Long-term debt	2,174,709			1,591,764			2,438,502
Deferred income taxes	268,023			298,410			262,394
Other liabilities	225,668			176,514			220,211
Stockholders’ equity:
Common stock	1,751			876			1,751
Paid-in capital	265,022			252,128			262,201
Retained earnings	1,853,351			1,571,711			1,809,845
Accumulated other comprehensive loss	(174,707		)	(216,110		)	(188,973		)
Treasury stock	(1,120,626		)	(1,118,279		)	(1,118,759		)
Total stockholders’ equity	824,791			490,326			766,065
	$	4,952,487		$	3,650,006		$	4,645,449

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2018 and 2017

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

(Unaudited)

	2018			2017
Net sales	$	1,012,280		$	805,407
Cost of goods sold	852,246			687,427
Gross profit	160,034			117,980
Selling, general and administrative expenses	76,747			68,659
Rationalization charges	703			885
Other pension and postretirement income	(9,598		)	(8,326		)
Income before interest and income taxes	92,182			56,762
Interest and other debt expense before loss on early extinguishment of debt	30,481			20,418
Loss on early extinguishment of debt	—			2,677
Interest and other debt expense	30,481			23,095
Income before income taxes	61,701			33,667
Provision for income taxes	15,980			10,435
Net income	$	45,721		$	23,232
Earnings per share: (1)
Basic net income per share	$	0.41		$	0.21
Diluted net income per share	$	0.41		$	0.21
Dividends per share (1)	$	0.10		$	0.09
Weighted average number of shares: (1)
Basic	110,492			110,231
Effect of dilutive securities	1,066			984
Diluted	111,558			111,215
(1) Per share and share amounts for 2017 have been retroactively adjusted for the two-for-one stock split discussed in Note 1.

See accompanying notes.

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 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended March 31, 2018 and 2017

(Dollars in thousands)

(Unaudited)

	2018			2017
Net income	$	45,721		$	23,232
Other comprehensive income, net of tax:
Changes in net prior service credit and actuarial losses	856			629
Change in fair value of derivatives	(390		)	(340		)
Foreign currency translation	13,800			7,457
Other comprehensive income	14,266			7,746
Comprehensive income	$	59,987		$	30,978

See accompanying notes.

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 SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2018 and 2017

(Dollars in thousands)

(Unaudited)

	2018			2017
Cash flows provided by (used in) operating activities:
Net income	$	45,721		$	23,232
Adjustments to reconcile net income to net cash     provided by (used in) operating activities:
Depreciation and amortization	48,931			37,572
Rationalization charges	703			885
Stock compensation expense	3,700			3,279
Loss on early extinguishment of debt	—			2,677
Other changes that provided (used) cash:
Trade accounts receivable, net	(49,615		)	(41,452		)
Inventories	(74,451		)	(107,446		)
Trade accounts payable	(16,077		)	(36,806		)
Accrued liabilities	(41,215		)	(17,583		)
Other, net	(7,816		)	(5,287		)
Net cash used in operating activities	(90,119		)	(140,929		)
Cash flows provided by (used in) investing activities:
Capital expenditures	(49,196		)	(38,893		)
Other, net	800			386
Net cash used in investing activities	(48,396		)	(38,507		)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	444,595			655,633
Repayments under revolving loans	(79,821		)	(508,865		)
Proceeds from issuance of long-term debt	—			989,200
Repayments of long-term debt	(4,638		)	(521,666		)
Changes in outstanding checks - principally vendors	(87,795		)	(78,946		)
Dividends paid on common stock	(11,333		)	(10,115		)
Debt issuance costs	—			(16,643		)
Repurchase of common stock under stock plan	(2,746		)	(3,231		)
Net cash provided by financing activities	258,262			505,367
Effect of exchange rate changes on cash and cash equivalents	1,260			—
Cash and cash equivalents:
Net increase	121,007			325,931
Balance at beginning of year	53,533			24,690
Balance at end of period	$	174,540		$	350,621
Interest paid, net	$	39,953		$	12,234
Income taxes paid, net	21,835			8,065

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS' EQUITY

For the three months ended March 31, 2018 and 2017

(Dollars and shares in thousands)

(Unaudited)

										Accumulated Other Comprehensive Loss
	Common Stock															Total Stockholders’ Equity
	Shares Outstanding	Par Value		Paid-in Capital			Retained Earnings						Treasury Stock
Balance at December 31, 2016	55,051	$	876	$	249,763		$	1,558,594		$	(223,856	)	$	(1,115,962	)	$	469,415
Net income	—	—		—			23,232			—			—			23,232
Other comprehensive income	—	—		—			—			7,746			—			7,746
Dividends declared on common stock	—	—		—			(10,115		)	—			—			(10,115		)
Stock compensation expense	—	—		3,279			—			—			—			3,279
Net issuance of treasury stock for vested restricted stock units	91	—		(914		)	—			—			(2,317		)	(3,231		)
Balance at March 31, 2017	55,142	$	876	$	252,128		$	1,571,711		$	(216,110	)	$	(1,118,279	)	$	490,326
Balance at December 31, 2017	110,385	$	1,751	$	262,201		$	1,809,845		$	(188,973	)	$	(1,118,759	)	$	766,065
Adoption of accounting standards update for revenue recognition	—	—		—			9,061			—			—			9,061
Net income	—	—		—			45,721			—			—			45,721
Other comprehensive income	—	—		—			—			14,266			—			14,266
Dividends declared on common stock	—	—		—			(11,276		)	—			—			(11,276		)
Stock compensation expense	—	—		3,700			—			—			—			3,700
Net issuance of treasury stock for vested restricted stock units	184	—		(879		)	—			—			(1,867		)	(2,746		)
Balance at March 31, 2018	110,569	$	1,751	$	265,022		$	1,853,351		$	(174,707	)	$	(1,120,626	)	$	824,791

See accompanying notes.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 1.               Significant Accounting Policies

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

The Condensed Consolidated Balance Sheet at December 31, 2017 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.

Deferred income taxes as of March 31, 2017 previously included in other liabilities have been presented as a separate line item on the Condensed Consolidated Balance Sheet to conform to current period presentation.

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, 2017.

Stock Split.On May 3, 2017, our Board of Directors declared a two-for-one stock split of our issued common stock. The stock split was effected on May 26, 2017 in the form of a stock dividend. Stockholders of record at the close of business on May 15, 2017 were issued one additional share of common stock for each share of common stock owned on that date. Information pertaining to per share and share amounts have been retroactively adjusted in the Condensed Consolidated Statement of Income for the three months ended March 31, 2017.

Recently Adopted Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance for revenue recognition. This amendment contains principles that require an entity to recognize revenue to depict the transfer of promised goods and services to customers at an amount that an entity expects to be entitled to in exchange for those promised goods or services. We adopted this amendment on January 1, 2018, using the modified retrospective method. Results for the reporting period beginning January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted. The adoption of this amendment required us to accelerate the recognition of revenue prior to shipment to certain customers in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. As a result of the adoption of this amendment, we increased trade accounts receivable, net by $69.4 million, decreased inventories by $56.6 million, increased accrued liabilities by $0.9 million and increased long-term deferred income tax liabilities by $2.8 million, resulting in a net increase to retained earnings of $9.1 million, all as of January 1, 2018. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows. See Note 2 for further information.

In August 2016, the FASB issued an ASU that provides guidance for cash flow classification for certain cash receipts and cash payments to address diversity in practice in the manner in which items are classified on the statement of cash flows as either operating, investing or financing activities. We have adopted this amendment as of January 1, 2018 using the retrospective approach. The adoption of this amendment did not have a material impact on our statement of cash flows.

In March 2017, the FASB issued an ASU that amends the presentation of net periodic pension cost and net periodic postretirement benefit cost. This amendment requires an entity to disaggregate the service cost component from the other components of net periodic benefit cost, to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit cost (which include interest cost, expected return on plan assets, amortization of prior service cost or credit and actuarial gains and losses) separately. In addition, capitalization of net periodic benefit cost in assets is limited to the service cost component. We have adopted this amendment as of January 1, 2018. As a result of separately reporting the other components of net periodic benefit cost, we retrospectively increased cost of goods sold by $6.6 million, increased selling, general and administrative expenses by $1.7 million and reported other pension and postretirement income of $8.3 million in our Condensed Consolidated Statement of Income for the three months ended March 31, 2017 based on amounts previously included in net periodic benefit costs for retirement benefits as disclosed in Note 10. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Recently Issued Accounting Pronouncements. In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will require an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. In addition, this amendment clarifies the presentation requirements of the effects of leases in the statement of income and statement of cash flows. This amendment will be effective for us on January 1, 2019. Early adoption is permitted. This amendment is required to be adopted using a modified retrospective approach. We are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

Note 2.               Revenue

Our revenues are primarily derived from the sale of rigid packaging products to customers. We recognize revenue at the amount we expect to be entitled to in exchange for promised goods for which we have transferred control to customers. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the customer. Generally, revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer, and revenue is recognized over time in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. The production cycle for customer contracts subject to over time recognition is generally completed in less than one month. We have elected to treat shipping and handling costs after the control of goods have been transferred to the customer as a fulfillment cost. Sales and similar taxes that are imposed on our sales and collected from customers are excluded from revenues.

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 for the three months ended March 31 were as follows:

	2018		2017
	(Dollars in thousands)
Metal containers	$	485,954	$	466,236
Closures	370,345		197,682
Plastics	155,981		141,489
	$	1,012,280	$	805,407

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

	2018		2017
	(Dollars in thousands)
North America	$	779,790	$	674,839
Europe and other	232,490		130,568
	$	1,012,280	$	805,407

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 $73.6 million as of March 31, 2018. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet. Had we not adopted the amended guidance for revenue recognition on January 1, 2018, our trade accounts receivable, net would have been $505.0 million and our inventories would have been $804.1 million as of March 31, 2018.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 3.               Acquisition

On April 6, 2017, we acquired the specialty closures and dispensing systems operations of WestRock Company, now operating under the name Silgan Dispensing Systems, or SDS. During the three months ended March 31, 2018, we finalized our purchase price allocation. There were no material changes to the previously recorded fair values of assets acquired and liabilities assumed.

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 for the three months ended March 31 were as follows:

	2018		2017
	(Dollars in thousands)
Metal containers	$	482	$	722
Closures	39		53
Plastic containers	182		110
	$	703	$	885

Activity in reserves for our rationalization plans for the three months ended March 31 was as follows:

	Employee Severance and Benefits			Plant Exit Costs			Non-Cash Asset Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2017	$	22		$	2,397		$	—		$	2,419
Charged to expense	377			65			261			703
Utilized and currency translation	(342		)	(521		)	(261		)	(1,124		)
Balance at March 31, 2018	$	57		$	1,941		$	—		$	1,998

Rationalization reserves as of March 31, 2018 were recorded in our Consolidated Balance Sheets as accrued liabilities and other liabilities of $0.9 million and $1.1 million, respectively. Remaining expenses for our rationalization plans of $1.4 million are expected primarily within the next twelve months. Remaining cash expenditures for our rationalization plans of $3.4 million are expected through 2023.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

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, 2017	$	(104,822	)	$	(89	)	$	(84,062	)	$	(188,973	)
Other comprehensive income before reclassifications	—			(366		)	13,800			13,434
Amounts reclassified from accumulated other     comprehensive loss	856			(24		)	—			832
Other comprehensive income	856			(390		)	13,800			14,266
Balance at March 31, 2018	$	(103,966	)	$	(479	)	$	(70,262	)	$	(174,707	)

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, 2018 were net (losses) of $(1.1) million, excluding an income tax benefit of $0.2 million.  These net (losses) consisted of amortization of net actuarial (losses) of $(1.7) million and amortization of net prior service credit of $0.6 million. 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 months ended March 31, 2018 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three months ended March 31, 2018 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 $20.5 million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.6 million and (iii) foreign currency (losses) related to our net investment hedges of $(9.6) million, excluding an income tax benefit of $2.3 million. See Note 8 for further discussion.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 6.               Inventories

Inventories consisted of the following:

	March 31, 2018			March 31, 2017			Dec. 31, 2017
	(Dollars in thousands)
Raw materials	$	230,847		$	187,897		$	233,410
Work-in-process	133,271			125,941			124,396
Finished goods	449,133			452,931			433,937
Other	12,858			14,504			12,370
	826,109			781,273			804,113
Adjustment to value inventory    at cost on the LIFO method	(82,823		)	(68,419		)	(82,823		)
	$	743,286		$	712,854		$	721,290

Note 7.               Long-Term Debt

Long-term debt consisted of the following:

	March 31, 2018		March 31, 2017		Dec. 31, 2017
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	415,000	$	319,510	$	—
U.S. term loans	800,000		—		800,000
Canadian term loans	23,362		34,166		27,147
Other foreign bank revolving and term loans	30,135		46,507		76,798
Total bank debt	1,268,497		400,183		903,945
5% Senior Notes	280,000		500,000		280,000
5½% Senior Notes	300,000		300,000		300,000
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	801,060		692,380		780,325
Total debt - principal	2,949,557		2,192,563		2,564,270
Less unamortized debt issuance costs	16,196		20,552		16,979
Total debt	2,933,361		2,172,011		2,547,291
Less current portion	758,652		580,247		108,789
	$	2,174,709	$	1,591,764	$	2,438,502

At March 31, 2018, the current portion of long-term debt consisted of $415.0 million of bank revolving loans under our amended and restated senior secured credit facility, or the Credit Agreement, $40.0 million of term loans under the Credit Agreement, $23.7 million of foreign bank revolving and term loans and $280.0 million of our 5% Senior Notes due 2020, or the 5% Notes, which were redeemed on April 16, 2018. See Note 15 for more information on such redemption.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 8.               Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2018:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	174,540	$	174,540
Liabilities:
Bank debt	$	1,268,497	$	1,268,497
5% Senior Notes	280,000		280,162
5½% Senior Notes	300,000		306,195
4¾% Senior Notes	300,000		291,585
3¼% Senior Notes	801,060		817,105
Derivative instruments (accrued and other liabilities)	626		626

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2018 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, 5% Notes, 5½% Senior Notes, 4¾% Senior Notes and 3¼% 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 5% Notes, 5½% Senior Notes, 4¾% Senior Notes and 3¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

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, become effective on March 29, 2019 and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements will be recorded in interest and other debt expense in our Condensed Consolidated Statements of Income.  These agreements are with financial institutions which are expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at March 31, 2018 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements with a major financial institution 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 quarter ended March 31, 2018. These agreements are with financial institutions which are expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2018 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, 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 months ended March 31, 2018 were $(9.6) million.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 9.               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 the early stage, 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 10.               Retirement Benefits

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

	2018			2017
	(Dollars in thousands)
Service cost	$	3,721		$	3,168
Interest cost	6,309			6,270
Expected return on plan assets	(17,123		)	(15,713		)
Amortization of prior service cost	35			80
Amortization of actuarial losses	1,786			1,853
Net periodic benefit credit	$	(5,272	)	$	(4,342	)

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

	2018			2017
	(Dollars in thousands)
Service cost	$	31		$	36
Interest cost	163			176
Amortization of prior service credit	(649		)	(853		)
Amortization of actuarial gains	(119		)	(139		)
Net periodic benefit credit	$	(574	)	$	(780	)

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 11.               Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. We have been accepted into the Compliance Assurance Program for the 2017 and 2018 tax years which provides for the review by the Internal Revenue Service of tax matters relating to our tax return prior to filing. We do not expect a material change to our unrecognized tax benefits within the next twelve months.

In December 2017, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which provides guidance for the application of GAAP as it pertains to accounting for income taxes and allows us to record provisional amounts pertaining to the enacted legislation in the United States commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act, during a measurement period ending in December 2018. For the three months ended March 31, 2018, we did not have any significant adjustments to our provisional amounts. Additional work is necessary to complete the analysis of open items, including our deferred tax assets and liabilities and our historical foreign earnings.  Any subsequent adjustment to the provisional amounts will be recorded in current tax expense in the fiscal quarter of 2018 during which the analysis is completed.

Note 12.               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, of which we had approximately $129.4 million remaining under this authorization for the repurchase of our common stock at March 31, 2018. We did not repurchase any shares of our common stock under this authorization during the three months ended March 31, 2018.

During the first three months of 2018, we issued 279,840 treasury shares which had an average cost of $3.14 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 96,182 shares of our common stock at an average cost of $28.55 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, 2018, 64,543,494 shares of our common stock were held in treasury.

Note 13.             Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first three months of 2018, 355,400 restricted stock units were granted to certain of our officers and other key employees.  The fair value of these restricted stock units at the grant date was $10.1 million, which is being amortized ratably over the respective vesting period from the grant date.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 14.             Business Segment Information

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

	Metal Containers		Closures		Plastic Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended March 31, 2018
Net sales	$	485,954	$	370,345	$	155,981	$	—		$	1,012,280
Depreciation and amortization(1)	20,254		18,650		8,950		22			47,876
Rationalization charges	482		39		182		—			703
Segment income	37,093		48,224		11,082		(4,217		)	92,182
Three Months Ended March 31, 2017
Net sales	$	466,236	$	197,682	$	141,489	$	—		$	805,407
Depreciation and amortization(1)	18,798		9,182		8,437		23			36,440
Rationalization charges	722		53		110		—			885
Segment income (2)	43,870		23,799		6,834		(17,741		)	56,762

_____________

⁽¹⁾  Depreciation and amortization excludes amortization of debt issuance costs of $1.1 million for each of the three months ended March 31, 2018 and 2017.

⁽²⁾  Segment income for Corporate includes costs attributed to announced acquisitions of $13.2 million for the three months ended March 31, 2017.

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

	2018		2017
	(Dollars in thousands)
Total segment income	$	92,182	$	56,762
Interest and other debt expense	30,481		23,095
Income before income taxes	$	61,701	$	33,667

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.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2018 and 2017 and for the

three months then ended is unaudited)

Note 15.             Subsequent Event

On April 16, 2018, we redeemed all outstanding 5% Notes ($280.0 million aggregate principal amount) at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest up to the redemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of the redemption of the 5% Notes, we expect to record a pre-tax charge for the loss on early extinguishment of debt of approximately $1.4 million during the second quarter of 2018 for the write-off of unamortized debt issuance costs.

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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, 2017 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 rigid packaging 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, personal care, home and beauty products; and custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet 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, 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.

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RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:

	2018		2017
Net sales
Metal containers	48.0	%	57.9	%
Closures	36.6		24.5
Plastic containers	15.4		17.6
Consolidated	100.0		100.0
Cost of goods sold	84.2		85.3
Gross profit	15.8		14.7
Selling, general and administrative expenses	7.6		8.5
Rationalization charges	0.1		0.1
Other pension and postretirement income	(1.0	)	(1.0	)
Income before interest and income taxes	9.1		7.1
Interest and other debt expense	3.0		2.9
Income before income taxes	6.1		4.2
Provision for income taxes	1.6		1.3
Net income	4.5	%	2.9	%

Summary unaudited results of operations for the three months ended March 31 are provided below.

	2018			2017
	(Dollars in millions)
Net sales
Metal containers	$	486.0		$	466.2
Closures	370.3			197.7
Plastic containers	156.0			141.5
Consolidated	$	1,012.3		$	805.4
Segment income
Metal containers (1)	$	37.1		$	43.9
Closures (2)	48.2			23.8
Plastic containers (3)	11.1			6.8
Corporate (4)	(4.2		)	(17.7		)
Consolidated	$	92.2		$	56.8

⁽¹⁾ Includes rationalization charges of $0.5 million and $0.7 million in 2018 and 2017, respectively.

⁽²⁾ Includes rationalization charges of $0.1 million in 2017.

⁽³⁾ Includes rationalization charges of $0.2 million and $0.1 million in 2018 and 2017, respectively.

⁽⁴⁾ Includes costs attributed to announced acquisitions of $13.2 million in 2017.

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Three Months Ended March 31, 2018 Compared with Three Months Ended March 31, 2017

Overview.  Consolidated net sales were $1.01 billion in the first quarter of 2018, representing a 25.7 percent increase as compared to the first quarter of 2017 primarily due to the acquisition of SDS in April 2017, the pass through of higher raw material costs in each of our businesses, the impact of favorable foreign currency translation and higher volumes in the plastic container business, partially offset by a less favorable mix of products sold and lower unit volumes in the metal container business and lower unit volumes in the legacy closures operations. Income before interest and income taxes for the first quarter of 2018 increased by $35.4 million, or 62.3 percent, as compared to the same period in 2017 primarily as a result of the benefit from the acquisition of SDS, lower manufacturing costs in each of our businesses and higher volumes in the plastic container business. These increases were partially offset by the unfavorable impact from the planned lower seasonal inventory build in the current year period as compared to the prior year period in the metal container business, a less favorable mix of products sold and lower unit volumes in the metal container business, lower unit volumes in the legacy closures operations and foreign currency transaction gains in the metal container business in the prior year period. Results for the first quarters of 2018 and 2017 included rationalization charges of $0.7 million and $0.9 million, respectively. Results for the first quarters of 2018 and 2017 included other pension and postretirement income of $9.6 million and $8.3 million, respectively. Results for the first quarter of 2017 also included costs attributed to announced acquisitions of $13.2 million and a loss on early extinguishment of debt of $2.7 million. Net income for the first quarter of 2018 was $45.7 million as compared to $23.2 million for the same period in 2017.  Net income per diluted share for the first quarter of 2018 was $0.41 as compared to $0.21 for the same period in 2017.

Net Sales.  The $206.9 million increase in consolidated net sales in the first quarter of 2018 as compared to the first quarter of 2017 was the result of the acquisition of SDS in April 2017 and higher net sales in each of our businesses.

Net sales for the metal container business increased $19.8 million, or 4.2 percent, in the first quarter of 2018 as compared to the same period in 2017.  This increase was primarily the result of the pass through of higher raw material and other manufacturing costs and the impact of favorable foreign currency translation of approximately $9.0 million, partially offset by a less favorable mix of products sold and lower unit volumes of approximately two percent. The decrease in unit volumes was primarily the result of lower volumes with certain customers who bought ahead in the fourth quarter of 2017, the carry-over impact from a customer loss in the prior year and a customer plant shutdown in the fruit market, partially offset by continued growth in volumes for pet food.

Net sales for the closures business increased $172.6 million, or 87.3 percent, in the first quarter of 2018 as compared to the same period in 2017.  This increase was primarily the result of the inclusion of net sales from the SDS operations, the impact of favorable foreign currency translation of approximately $11.0 million and the pass through of higher raw material costs, partially offset by lower unit volumes of approximately four percent in the legacy closures operations principally as a result of the timing of customer purchases for the single-serve beverage market.

Net sales for the plastic container business increased $14.5 million, or 10.2 percent, in the first quarter of 2018 as compared to the same period in 2017. This increase was primarily due to the pass through of higher raw material costs, higher volumes of approximately five percent and the impact of favorable foreign currency translation of approximately $1.0 million.

Gross Profit.  Gross profit margin increased 1.1 percentage points to 15.8 percent in the first quarter of 2018 as compared to the same period in 2017 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 decreased 0.9 percentage points to 7.6 percent for the first quarter of 2018 as compared to 8.5 percent for the same period in 2017. Selling, general and administrative expenses increased $8.0 million to $76.7 million for the first quarter of 2018 as compared to $68.7 million for the same period in 2017 primarily due to the inclusion of the acquired SDS operations which generally incur such expenses at a higher percentage of its net sales. Selling, general and administrative expenses in the first quarter of 2017 included $13.2 million of costs attributed to the acquisition of SDS.  

Income before Interest and Income Taxes.  Income before interest and income taxes for the first quarter of 2018 increased by $35.4 million, or 62.3 percent, as compared to the first quarter of 2017, and margins increased to 9.1 percent from 7.1 percent over the same periods. The increase in income before interest and income taxes was primarily the result of higher segment income in the closures and plastic container businesses, partially offset by a decrease in segment income in the metal container business.

Segment income of the metal container business for the first quarter of 2018 decreased $6.8 million, or 15.5 percent, as compared to the same period in 2017, and segment income margin decreased to 7.6 percent from 9.4 percent over the same periods.  The decrease in segment income was primarily attributable to the unfavorable impact from the planned lower seasonal inventory build in the first quarter of 2018 as compared to the prior year period, a less favorable mix of products sold, lower unit volumes and

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foreign currency transaction gains in the prior year period, partially offset by lower manufacturing costs. Rationalization charges were $0.5 million and $0.7 million in the first quarters of 2018 and 2017, respectively.

Segment income of the closures business for the first quarter of 2018 increased $24.4 million, or 102.5 percent, as compared to the same period in 2017, and segment income margin increased to 13.0 percent from 12.0 percent over the same periods.  The increase in segment income was primarily due to the inclusion of segment income from the SDS operations and continued strong operating performance despite lower unit volumes in the legacy closures operations.

Segment income of the plastic container business for the first quarter of 2018 increased $4.3 million, or 63.2 percent, as compared to the same period in 2017, and segment income margin increased to 7.1 percent from 4.8 percent over the same periods.  The increase in segment income was primarily attributable to higher volumes and lower manufacturing costs. Rationalization charges were $0.2 million and $0.1 million in the first quarters of 2018 and 2017, respectively.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the first quarter of 2018 increased $10.1 million to $30.5 million as compared to $20.4 million in the same period in 2017 primarily due to higher average outstanding borrowings principally as a result of borrowings for the acquisition of SDS and higher weighted average interest rates. Loss on early extinguishment of debt of $2.7 million in the first quarter of 2017 was primarily a result of the prepayment of outstanding U.S. term loans and Euro term loans under our previous senior secured credit facility in conjunction with the issuance of our 4¾% Senior Notes due 2025 and our 3¼% Senior Notes due 2025.

Provision for Income Taxes. The effective tax rates were 25.9 percent and 31.0 percent for the first quarters of 2018 and 2017, respectively. The effective tax rate in the first quarter of 2018 benefitted from the recently enacted 2017 Tax Act, partially offset by higher income in less favorable tax jurisdictions. The effective tax rate in the first quarter of 2017 benefitted from higher income in more favorable tax jurisdictions.

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 April 16, 2018, we redeemed all outstanding 5% Notes ($280.0 million aggregate principal amount) at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest up to the redemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of this redemption, we expect to record a pre-tax charge for the loss on early extinguishment of debt of approximately $1.4 million during the second quarter of 2018 for the write-off of unamortized debt issuance costs.

You should also read Notes 7 and 15 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 included elsewhere in this Quarterly Report.

For the three months ended March 31, 2018, we used net borrowings of revolving loans of $364.8 million to fund cash used in operations of $90.1 million, decreases in outstanding checks of $87.9 million, net capital expenditures and other investing activities of $48.4 million, dividends paid on our common stock of $11.3 million, repayments of long-term debt of $4.6 million and repurchases of our common stock of $2.8 million and to increase cash and cash equivalents (including the effect of exchange rate changes) by $121.0 million.

For the three months ended March 31, 2017, we used proceeds from the issuance of our 4¾% Senior Notes due 2025 and our 3¼% Senior Notes due 2025 of $989.2 million and net borrowings of revolving loans of $146.7 million to fund repayments of long-term debt of $521.7 million, cash used in operations of $140.9 million, decreases in outstanding checks of $78.9 million, net capital expenditures of $38.5 million, debt issuance costs of $16.7 million, dividends paid on our common stock of $10.1 million and repurchases of our common stock of $3.2 million and to increase cash and cash equivalents by $325.9 million.

At March 31, 2018, we had $415.0 million of revolving loans outstanding under the Credit Agreement.  After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at March 31, 2018 was $755.5 million and Cdn $15.0 million.

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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 2018 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 $0.9 million for each of the three months ended March 31, 2018 and 2017. Additional cash spending under our rationalization plans of $3.4 million is expected through 2023.

You should also read Note 4 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 included elsewhere in this Quarterly Report.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will require an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. In addition, this amendment clarifies the presentation requirements of the effects of leases in the statement of income and statement of cash flows. This amendment will be effective for us on January 1, 2019. Early adoption is permitted. This amendment is required to be adopted using a modified retrospective approach. We are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

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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, 2017.  Since such filing, other than the changes discussed in Note 8 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 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.

You should also read Notes 7 and 15 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 included elsewhere in this Quarterly Report.

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 April 6, 2017, we acquired SDS. You should read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 included elsewhere in this Quarterly Report for further information. We are currently in the process of integrating the internal controls and procedures of SDS 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 SDS in our annual assessment of the effectiveness of our internal control over financial reporting for our 2018 fiscal year.

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Part II.  Other Information

Item 1.  Legal Proceedings

See Note 9 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2018 included elsewhere in this Quarterly Report and incorporated herein by reference.

Item 6.  Exhibits

Exhibit Number	Description
12	Ratio of Earnings to Fixed Charges for the three months ended March 31, 2018 and 2017.
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.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

-25-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SILGAN HOLDINGS INC.
Dated: May 4, 2018	/s/ Robert B. Lewis
	Robert B. Lewis
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

-26-

EXHIBIT INDEX
EXHIBIT NO.	EXHIBIT
12	Ratio of Earnings to Fixed Charges for the three months ended March 31, 2018 and 2017.
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.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

-27-

EX-12

Exhibit 12

SILGAN HOLDINGS INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

The following table sets forth Silgan Holdings Inc.’s computation of its ratio of earnings to fixed charges for the three months ended March 31:

	2018		2017
	(Dollars in thousands)
Earnings before fixed charges:
Income before income taxes	$	61,701	$	33,667
Interest and other debt expense (1)	30,481		23,095
Interest portion of rental expense	371		199
Earnings before fixed charges	$	92,553	$	56,961
Fixed charges:
Interest and other debt expense (1)	$	30,481	$	23,095
Interest portion of rental expense	371		199
Capitalized interest	228		121
Total fixed charges	$	31,080	$	23,415
Ratio of earnings to fixed charges	2.98		2.43

⁽¹⁾ Includes a loss on early extinguishment of debt of $2.7 million for the three months ended March 31, 2017.

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 March 31, 2018 of Silgan Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 4, 2018	/s/ Anthony J. Allott
	Anthony J. Allott
	President 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 March 31, 2018 of Silgan Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 4, 2018	/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 March 31, 2018 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

President and

Chief Executive Officer

May 4, 2018

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 March 31, 2018 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

May 4, 2018

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

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 30, 2018
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	SLGN
Entity Registrant Name	Silgan Holdings Inc
Entity Central Index Key	0000849869
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		110,599,464

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Current assets:
Cash and cash equivalents	$ 174,540	$ 53,533	$ 350,621
Trade accounts receivable, net	578,584	454,637	331,668
Inventories	743,286	721,290	712,854
Prepaid expenses and other current assets	72,127	62,462	48,356
Total current assets	1,568,537	1,291,922	1,443,499
Property, plant and equipment, net	1,502,880	1,489,872	1,166,609
Goodwill	1,183,678	1,171,454	607,004
Other intangible assets, net	413,240	417,088	177,907
Other assets, net	284,152	275,113	254,987
Assets, Total	4,952,487	4,645,449	3,650,006
Current liabilities:
Revolving loans and current portion of long-term debt	758,652	108,789	580,247
Trade accounts payable	552,707	659,629	390,288
Accrued payroll and related costs	66,764	66,257	42,943
Accrued liabilities	81,173	123,602	79,514
Total current liabilities	1,459,296	958,277	1,092,992
Long-term debt	2,174,709	2,438,502	1,591,764
Deferred income taxes	268,023	262,394	298,410
Other liabilities	225,668	220,211	176,514
Stockholders’ equity:
Common stock	1,751	1,751	876
Paid-in capital	265,022	262,201	252,128
Retained earnings	1,853,351	1,809,845	1,571,711
Accumulated other comprehensive loss	(174,707)	(188,973)	(216,110)
Treasury stock	(1,120,626)	(1,118,759)	(1,118,279)
Total stockholders’ equity	824,791	766,065	490,326
Liabilities and Equity, Total	$ 4,952,487	$ 4,645,449	$ 3,650,006

XML

Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Net sales	$ 1,012,280	$ 805,407
Cost of goods sold	852,246	687,427
Gross profit	160,034	117,980
Selling, general and administrative expenses	76,747	68,659
Rationalization charges	703	885
Other pension and postretirement income	(9,598)	(8,326)
Income before interest and income taxes	92,182	56,762
Interest and other debt expense before loss on early extinguishment of debt	30,481	20,418
Loss on early extinguishment of debt	0	2,677
Interest and other debt expense	30,481	23,095
Income before income taxes	61,701	33,667
Provision for income taxes	15,980	10,435
Net income	$ 45,721	$ 23,232
Earnings per share
Basic net income per share (usd per share)	$ 0.41	$ 0.21	[1]
Diluted net income per share (usd per share)	0.41	0.21	[1]
Dividends per share (usd per share)	$ 0.10	$ 0.09	[1]
Weighted average number of shares
Basic (in shares)	110,492	110,231	[1]
Effect of dilutive securities (in shares)	1,066	984	[1]
Diluted (in shares)	111,558	111,215	[1]

[1] Per share and share amounts for 2017 have been retroactively adjusted for the two-for-one stock split discussed in Note 1.

XML

Condensed Consolidated Statements Of Income (Parenthetical)	3 Months Ended
	Mar. 31, 2017
Income Statement [Abstract]
Stock split ratio (in shares)	2

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 45,721	$ 23,232
Other comprehensive income, net of tax:
Changes in net prior service credit and actuarial losses	856	629
Change in fair value of derivatives	(390)	(340)
Foreign currency translation	13,800	7,457
Other comprehensive income	14,266	7,746
Comprehensive income	$ 59,987	$ 30,978

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows provided by (used in) operating activities:
Net income	$ 45,721	$ 23,232
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	48,931	37,572
Rationalization charges	703	885
Stock compensation expense	3,700	3,279
Loss on early extinguishment of debt	0	2,677
Other changes that provided (used) cash:
Trade accounts receivable, net	(49,615)	(41,452)
Inventories	(74,451)	(107,446)
Trade accounts payable	(16,077)	(36,806)
Accrued liabilities	(41,215)	(17,583)
Other, net	(7,816)	(5,287)
Net cash used in operating activities	(90,119)	(140,929)
Cash flows provided by (used in) investing activities:
Capital expenditures	(49,196)	(38,893)
Other, net	800	386
Net cash used in investing activities	(48,396)	(38,507)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	444,595	655,633
Repayments under revolving loans	(79,821)	(508,865)
Proceeds from issuance of long-term debt	0	989,200
Repayments of long-term debt	(4,638)	(521,666)
Changes in outstanding checks - principally vendors	(87,795)	(78,946)
Dividends paid on common stock	(11,333)	(10,115)
Debt issuance costs	0	(16,643)
Repurchase of common stock under stock plan	(2,746)	(3,231)
Net cash provided by financing activities	258,262	505,367
Effect of exchange rate changes on cash and cash equivalents	1,260	0
Cash and cash equivalents:
Net increase	121,007	325,931
Balance at beginning of year	53,533	24,690
Balance at end of period	174,540	350,621
Interest paid, net	39,953	12,234
Income taxes paid, net	$ 21,835	$ 8,065

XML

Condensed Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning Balance at Dec. 31, 2016	$ 469,415	$ 876	$ 249,763	$ 1,558,594	$ (223,856)	$ (1,115,962)
Beginning Balance (in shares) at Dec. 31, 2016		55,051
Increase (Decrease) in Stockholders' Equity
Net income	23,232			23,232
Other comprehensive income	7,746				7,746
Dividends declared on common stock	(10,115)			(10,115)
Stock compensation expense	3,279		3,279
Net issuance of treasury stock for vested restricted stock units (in shares)		91
Net issuance of treasury stock for vested restricted stock units	(3,231)		(914)			(2,317)
Ending Balance at Mar. 31, 2017	490,326	$ 876	252,128	1,571,711	(216,110)	(1,118,279)
Ending Balance (in shares) at Mar. 31, 2017		55,142
Beginning Balance at Dec. 31, 2017	766,065	$ 1,751	262,201	1,809,845	(188,973)	(1,118,759)
Beginning Balance (in shares) at Dec. 31, 2017		110,385
Increase (Decrease) in Stockholders' Equity
Adoption of accounting standards update for revenue recognition	9,061			9,061
Net income	45,721			45,721
Other comprehensive income	14,266				14,266
Dividends declared on common stock	(11,276)			(11,276)
Stock compensation expense	3,700		3,700
Net issuance of treasury stock for vested restricted stock units (in shares)		184
Net issuance of treasury stock for vested restricted stock units	(2,746)		(879)			(1,867)
Ending Balance at Mar. 31, 2018	$ 824,791	$ 1,751	$ 265,022	$ 1,853,351	$ (174,707)	$ (1,120,626)
Ending Balance (in shares) at Mar. 31, 2018		110,569

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

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, 2017 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.

Deferred income taxes as of March 31, 2017 previously included in other liabilities have been presented as a separate line item on the Condensed Consolidated Balance Sheet to conform to current period presentation.

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, 2017.

Stock Split.On May 3, 2017, our Board of Directors declared a two-for-one stock split of our issued common stock. The stock split was effected on May 26, 2017 in the form of a stock dividend. Stockholders of record at the close of business on May 15, 2017 were issued one additional share of common stock for each share of common stock owned on that date. Information pertaining to per share and share amounts have been retroactively adjusted in the Condensed Consolidated Statement of Income for the three months ended March 31, 2017.

Recently Adopted Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance for revenue recognition. This amendment contains principles that require an entity to recognize revenue to depict the transfer of promised goods and services to customers at an amount that an entity expects to be entitled to in exchange for those promised goods or services. We adopted this amendment on January 1, 2018, using the modified retrospective method. Results for the reporting period beginning January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted. The adoption of this amendment required us to accelerate the recognition of revenue prior to shipment to certain customers in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. As a result of the adoption of this amendment, we increased trade accounts receivable, net by $69.4 million, decreased inventories by $56.6 million, increased accrued liabilities by $0.9 million and increased long-term deferred income tax liabilities by $2.8 million, resulting in a net increase to retained earnings of $9.1 million, all as of January 1, 2018. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows. See Note 2 for further information.

In August 2016, the FASB issued an ASU that provides guidance for cash flow classification for certain cash receipts and cash payments to address diversity in practice in the manner in which items are classified on the statement of cash flows as either operating, investing or financing activities. We have adopted this amendment as of January 1, 2018 using the retrospective approach. The adoption of this amendment did not have a material impact on our statement of cash flows.

In March 2017, the FASB issued an ASU that amends the presentation of net periodic pension cost and net periodic postretirement benefit cost. This amendment requires an entity to disaggregate the service cost component from the other components of net periodic benefit cost, to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit cost (which include interest cost, expected return on plan assets, amortization of prior service cost or credit and actuarial gains and losses) separately. In addition, capitalization of net periodic benefit cost in assets is limited to the service cost component. We have adopted this amendment as of January 1, 2018. As a result of separately reporting the other components of net periodic benefit cost, we retrospectively increased cost of goods sold by $6.6 million, increased selling, general and administrative expenses by $1.7 million and reported other pension and postretirement income of $8.3 million in our Condensed Consolidated Statement of Income for the three months ended March 31, 2017 based on amounts previously included in net periodic benefit costs for retirement benefits as disclosed in Note 10. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements. In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will require an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. In addition, this amendment clarifies the presentation requirements of the effects of leases in the statement of income and statement of cash flows. This amendment will be effective for us on January 1, 2019. Early adoption is permitted. This amendment is required to be adopted using a modified retrospective approach. We are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

XML

Revenue

3 Months Ended

Mar. 31, 2018

Revenue Recognition [Abstract]

Revenue

Revenue

Our revenues are primarily derived from the sale of rigid packaging products to customers. We recognize revenue at the amount we expect to be entitled to in exchange for promised goods for which we have transferred control to customers. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the customer. Generally, revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer, and revenue is recognized over time in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. The production cycle for customer contracts subject to over time recognition is generally completed in less than one month. We have elected to treat shipping and handling costs after the control of goods have been transferred to the customer as a fulfillment cost. Sales and similar taxes that are imposed on our sales and collected from customers are excluded from revenues.

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 for the three months ended March 31 were as follows:

	2018		2017
	(Dollars in thousands)
Metal containers	$	485,954	$	466,236
Closures	370,345		197,682
Plastics	155,981		141,489
	$	1,012,280	$	805,407

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

	2018		2017
	(Dollars in thousands)
North America	$	779,790	$	674,839
Europe and other	232,490		130,568
	$	1,012,280	$	805,407

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 $73.6 million as of March 31, 2018. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet. Had we not adopted the amended guidance for revenue recognition on January 1, 2018, our trade accounts receivable, net would have been $505.0 million and our inventories would have been $804.1 million as of March 31, 2018.

XML

Acquisition (Notes)

3 Months Ended

Mar. 31, 2018

Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Acquisition

On April 6, 2017, we acquired the specialty closures and dispensing systems operations of WestRock Company, now operating under the name Silgan Dispensing Systems, or SDS. During the three months ended March 31, 2018, we finalized our purchase price allocation. There were no material changes to the previously recorded fair values of assets acquired and liabilities assumed.

XML

Rationalization Charges

3 Months Ended

Mar. 31, 2018

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 for the three months ended March 31 were as follows:

	2018		2017
	(Dollars in thousands)
Metal containers	$	482	$	722
Closures	39		53
Plastic containers	182		110
	$	703	$	885

Activity in reserves for our rationalization plans for the three months ended March 31 was as follows:

	Employee Severance and Benefits			Plant Exit Costs			Non-Cash Asset Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2017	$	22		$	2,397		$	—		$	2,419
Charged to expense	377			65			261			703
Utilized and currency translation	(342		)	(521		)	(261		)	(1,124		)
Balance at March 31, 2018	$	57		$	1,941		$	—		$	1,998

Rationalization reserves as of March 31, 2018 were recorded in our Consolidated Balance Sheets as accrued liabilities and other liabilities of $0.9 million and $1.1 million, respectively. Remaining expenses for our rationalization plans of $1.4 million are expected primarily within the next twelve months. Remaining cash expenditures for our rationalization plans of $3.4 million are expected through 2023.

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2018

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, 2017	$	(104,822	)	$	(89	)	$	(84,062	)	$	(188,973	)
Other comprehensive income before reclassifications	—			(366		)	13,800			13,434
Amounts reclassified from accumulated other     comprehensive loss	856			(24		)	—			832
Other comprehensive income	856			(390		)	13,800			14,266
Balance at March 31, 2018	$	(103,966	)	$	(479	)	$	(70,262	)	$	(174,707	)

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, 2018 were net (losses) of $(1.1) million, excluding an income tax benefit of $0.2 million.  These net (losses) consisted of amortization of net actuarial (losses) of $(1.7) million and amortization of net prior service credit of $0.6 million. 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 months ended March 31, 2018 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three months ended March 31, 2018 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 $20.5 million, (ii) foreign currency gains related to intra-entity foreign currency transactions that are of a long-term investment nature of $0.6 million and (iii) foreign currency (losses) related to our net investment hedges of $(9.6) million, excluding an income tax benefit of $2.3 million. See Note 8 for further discussion.

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Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following:

	March 31, 2018			March 31, 2017			Dec. 31, 2017
	(Dollars in thousands)
Raw materials	$	230,847		$	187,897		$	233,410
Work-in-process	133,271			125,941			124,396
Finished goods	449,133			452,931			433,937
Other	12,858			14,504			12,370
	826,109			781,273			804,113
Adjustment to value inventory    at cost on the LIFO method	(82,823		)	(68,419		)	(82,823		)
	$	743,286		$	712,854		$	721,290

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Long-Term Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consisted of the following:

	March 31, 2018		March 31, 2017		Dec. 31, 2017
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	415,000	$	319,510	$	—
U.S. term loans	800,000		—		800,000
Canadian term loans	23,362		34,166		27,147
Other foreign bank revolving and term loans	30,135		46,507		76,798
Total bank debt	1,268,497		400,183		903,945
5% Senior Notes	280,000		500,000		280,000
5½% Senior Notes	300,000		300,000		300,000
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	801,060		692,380		780,325
Total debt - principal	2,949,557		2,192,563		2,564,270
Less unamortized debt issuance costs	16,196		20,552		16,979
Total debt	2,933,361		2,172,011		2,547,291
Less current portion	758,652		580,247		108,789
	$	2,174,709	$	1,591,764	$	2,438,502

At March 31, 2018, the current portion of long-term debt consisted of $415.0 million of bank revolving loans under our amended and restated senior secured credit facility, or the Credit Agreement, $40.0 million of term loans under the Credit Agreement, $23.7 million of foreign bank revolving and term loans and $280.0 million of our 5% Senior Notes due 2020, or the 5% Notes, which were redeemed on April 16, 2018. See Note 15 for more information on such redemption.

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Financial Instruments

3 Months Ended

Mar. 31, 2018

Investments, All Other Investments [Abstract]

Financial Instruments

 Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2018:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	174,540	$	174,540
Liabilities:
Bank debt	$	1,268,497	$	1,268,497
5% Senior Notes	280,000		280,162
5½% Senior Notes	300,000		306,195
4¾% Senior Notes	300,000		291,585
3¼% Senior Notes	801,060		817,105
Derivative instruments (accrued and other liabilities)	626		626

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2018 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, 5% Notes, 5½% Senior Notes, 4¾% Senior Notes and 3¼% 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 5% Notes, 5½% Senior Notes, 4¾% Senior Notes and 3¼% 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, become effective on March 29, 2019 and mature on March 24, 2023. The difference between amounts to be paid or received on our interest rate swap agreements will be recorded in interest and other debt expense in our Condensed Consolidated Statements of Income.  These agreements are with financial institutions which are expected to fully perform under the terms thereof. The total fair value of our interest rate swap agreements in effect at March 31, 2018 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements with a major financial institution 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 quarter ended March 31, 2018. These agreements are with financial institutions which are expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2018 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, 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 months ended March 31, 2018 were $(9.6) million.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 the early stage, 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.

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Retirement Benefits

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Retirement Benefits

Retirement Benefits

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

	2018			2017
	(Dollars in thousands)
Service cost	$	3,721		$	3,168
Interest cost	6,309			6,270
Expected return on plan assets	(17,123		)	(15,713		)
Amortization of prior service cost	35			80
Amortization of actuarial losses	1,786			1,853
Net periodic benefit credit	$	(5,272	)	$	(4,342	)

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

	2018			2017
	(Dollars in thousands)
Service cost	$	31		$	36
Interest cost	163			176
Amortization of prior service credit	(649		)	(853		)
Amortization of actuarial gains	(119		)	(139		)
Net periodic benefit credit	$	(574	)	$	(780	)

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

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. We have been accepted into the Compliance Assurance Program for the 2017 and 2018 tax years which provides for the review by the Internal Revenue Service of tax matters relating to our tax return prior to filing. We do not expect a material change to our unrecognized tax benefits within the next twelve months.

In December 2017, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which provides guidance for the application of GAAP as it pertains to accounting for income taxes and allows us to record provisional amounts pertaining to the enacted legislation in the United States commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act, during a measurement period ending in December 2018. For the three months ended March 31, 2018, we did not have any significant adjustments to our provisional amounts. Additional work is necessary to complete the analysis of open items, including our deferred tax assets and liabilities and our historical foreign earnings.  Any subsequent adjustment to the provisional amounts will be recorded in current tax expense in the fiscal quarter of 2018 during which the analysis is completed.

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Treasury Stock

3 Months Ended

Mar. 31, 2018

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, of which we had approximately $129.4 million remaining under this authorization for the repurchase of our common stock at March 31, 2018. We did not repurchase any shares of our common stock under this authorization during the three months ended March 31, 2018.

During the first three months of 2018, we issued 279,840 treasury shares which had an average cost of $3.14 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 96,182 shares of our common stock at an average cost of $28.55 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, 2018, 64,543,494 shares of our common stock were held in treasury.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

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 three months of 2018, 355,400 restricted stock units were granted to certain of our officers and other key employees.  The fair value of these restricted stock units at the grant date was $10.1 million, which is being amortized ratably over the respective vesting period from the grant date.

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Business Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

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

	Metal Containers		Closures		Plastic Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended March 31, 2018
Net sales	$	485,954	$	370,345	$	155,981	$	—		$	1,012,280
Depreciation and amortization(1)	20,254		18,650		8,950		22			47,876
Rationalization charges	482		39		182		—			703
Segment income	37,093		48,224		11,082		(4,217		)	92,182
Three Months Ended March 31, 2017
Net sales	$	466,236	$	197,682	$	141,489	$	—		$	805,407
Depreciation and amortization(1)	18,798		9,182		8,437		23			36,440
Rationalization charges	722		53		110		—			885
Segment income (2)	43,870		23,799		6,834		(17,741		)	56,762

_____________

⁽¹⁾  Depreciation and amortization excludes amortization of debt issuance costs of $1.1 million for each of the three months ended March 31, 2018 and 2017.

⁽²⁾  Segment income for Corporate includes costs attributed to announced acquisitions of $13.2 million for the three months ended March 31, 2017.

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

	2018		2017
	(Dollars in thousands)
Total segment income	$	92,182	$	56,762
Interest and other debt expense	30,481		23,095
Income before income taxes	$	61,701	$	33,667

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.

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Subsequent Event (Notes)

3 Months Ended

Mar. 31, 2018

Subsequent Event [Abstract]

Subsequent Events [Text Block]

Subsequent Event

On April 16, 2018, we redeemed all outstanding 5% Notes ($280.0 million aggregate principal amount) at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest up to the redemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of the redemption of the 5% Notes, we expect to record a pre-tax charge for the loss on early extinguishment of debt of approximately $1.4 million during the second quarter of 2018 for the write-off of unamortized debt issuance costs.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

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, 2017 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.

Deferred income taxes as of March 31, 2017 previously included in other liabilities have been presented as a separate line item on the Condensed Consolidated Balance Sheet to conform to current period presentation.

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, 2017.

Recently Issued Accounting Pronouncements

Stock Split.On May 3, 2017, our Board of Directors declared a two-for-one stock split of our issued common stock. The stock split was effected on May 26, 2017 in the form of a stock dividend. Stockholders of record at the close of business on May 15, 2017 were issued one additional share of common stock for each share of common stock owned on that date. Information pertaining to per share and share amounts have been retroactively adjusted in the Condensed Consolidated Statement of Income for the three months ended March 31, 2017.

Recently Adopted Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance for revenue recognition. This amendment contains principles that require an entity to recognize revenue to depict the transfer of promised goods and services to customers at an amount that an entity expects to be entitled to in exchange for those promised goods or services. We adopted this amendment on January 1, 2018, using the modified retrospective method. Results for the reporting period beginning January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted. The adoption of this amendment required us to accelerate the recognition of revenue prior to shipment to certain customers in cases where we produce promised goods with no alternative use to us and for which we have an enforceable right of payment for production completed. As a result of the adoption of this amendment, we increased trade accounts receivable, net by $69.4 million, decreased inventories by $56.6 million, increased accrued liabilities by $0.9 million and increased long-term deferred income tax liabilities by $2.8 million, resulting in a net increase to retained earnings of $9.1 million, all as of January 1, 2018. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows. See Note 2 for further information.

In August 2016, the FASB issued an ASU that provides guidance for cash flow classification for certain cash receipts and cash payments to address diversity in practice in the manner in which items are classified on the statement of cash flows as either operating, investing or financing activities. We have adopted this amendment as of January 1, 2018 using the retrospective approach. The adoption of this amendment did not have a material impact on our statement of cash flows.

In March 2017, the FASB issued an ASU that amends the presentation of net periodic pension cost and net periodic postretirement benefit cost. This amendment requires an entity to disaggregate the service cost component from the other components of net periodic benefit cost, to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit cost (which include interest cost, expected return on plan assets, amortization of prior service cost or credit and actuarial gains and losses) separately. In addition, capitalization of net periodic benefit cost in assets is limited to the service cost component. We have adopted this amendment as of January 1, 2018. As a result of separately reporting the other components of net periodic benefit cost, we retrospectively increased cost of goods sold by $6.6 million, increased selling, general and administrative expenses by $1.7 million and reported other pension and postretirement income of $8.3 million in our Condensed Consolidated Statement of Income for the three months ended March 31, 2017 based on amounts previously included in net periodic benefit costs for retirement benefits as disclosed in Note 10. The adoption of this amendment did not have a material impact on our financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements. In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will require an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. In addition, this amendment clarifies the presentation requirements of the effects of leases in the statement of income and statement of cash flows. This amendment will be effective for us on January 1, 2019. Early adoption is permitted. This amendment is required to be adopted using a modified retrospective approach. We are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Revenue Recognition [Abstract]

Disaggregation of Revenue

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

	2018		2017
	(Dollars in thousands)
Metal containers	$	485,954	$	466,236
Closures	370,345		197,682
Plastics	155,981		141,489
	$	1,012,280	$	805,407

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

	2018		2017
	(Dollars in thousands)
North America	$	779,790	$	674,839
Europe and other	232,490		130,568
	$	1,012,280	$	805,407

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Rationalization Charges (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Activity in Rationalization Plan Reserves

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

	2018		2017
	(Dollars in thousands)
Metal containers	$	482	$	722
Closures	39		53
Plastic containers	182		110
	$	703	$	885

Activity in reserves for our rationalization plans for the three months ended March 31 was as follows:

	Employee Severance and Benefits			Plant Exit Costs			Non-Cash Asset Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2017	$	22		$	2,397		$	—		$	2,419
Charged to expense	377			65			261			703
Utilized and currency translation	(342		)	(521		)	(261		)	(1,124		)
Balance at March 31, 2018	$	57		$	1,941		$	—		$	1,998

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2018

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, 2017	$	(104,822	)	$	(89	)	$	(84,062	)	$	(188,973	)
Other comprehensive income before reclassifications	—			(366		)	13,800			13,434
Amounts reclassified from accumulated other     comprehensive loss	856			(24		)	—			832
Other comprehensive income	856			(390		)	13,800			14,266
Balance at March 31, 2018	$	(103,966	)	$	(479	)	$	(70,262	)	$	(174,707	)

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Inventories (Tables)

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following:

	March 31, 2018			March 31, 2017			Dec. 31, 2017
	(Dollars in thousands)
Raw materials	$	230,847		$	187,897		$	233,410
Work-in-process	133,271			125,941			124,396
Finished goods	449,133			452,931			433,937
Other	12,858			14,504			12,370
	826,109			781,273			804,113
Adjustment to value inventory    at cost on the LIFO method	(82,823		)	(68,419		)	(82,823		)
	$	743,286		$	712,854		$	721,290

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt consisted of the following:

	March 31, 2018		March 31, 2017		Dec. 31, 2017
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	415,000	$	319,510	$	—
U.S. term loans	800,000		—		800,000
Canadian term loans	23,362		34,166		27,147
Other foreign bank revolving and term loans	30,135		46,507		76,798
Total bank debt	1,268,497		400,183		903,945
5% Senior Notes	280,000		500,000		280,000
5½% Senior Notes	300,000		300,000		300,000
4¾% Senior Notes	300,000		300,000		300,000
3¼% Senior Notes	801,060		692,380		780,325
Total debt - principal	2,949,557		2,192,563		2,564,270
Less unamortized debt issuance costs	16,196		20,552		16,979
Total debt	2,933,361		2,172,011		2,547,291
Less current portion	758,652		580,247		108,789
	$	2,174,709	$	1,591,764	$	2,438,502

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2018

Investments, All Other Investments [Abstract]

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

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2018:

	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	174,540	$	174,540
Liabilities:
Bank debt	$	1,268,497	$	1,268,497
5% Senior Notes	280,000		280,162
5½% Senior Notes	300,000		306,195
4¾% Senior Notes	300,000		291,585
3¼% Senior Notes	801,060		817,105
Derivative instruments (accrued and other liabilities)	626		626

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Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

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

	2018			2017
	(Dollars in thousands)
Service cost	$	3,721		$	3,168
Interest cost	6,309			6,270
Expected return on plan assets	(17,123		)	(15,713		)
Amortization of prior service cost	35			80
Amortization of actuarial losses	1,786			1,853
Net periodic benefit credit	$	(5,272	)	$	(4,342	)

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

	2018			2017
	(Dollars in thousands)
Service cost	$	31		$	36
Interest cost	163			176
Amortization of prior service credit	(649		)	(853		)
Amortization of actuarial gains	(119		)	(139		)
Net periodic benefit credit	$	(574	)	$	(780	)

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Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Reportable Business Segment Information

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

	Metal Containers		Closures		Plastic Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended March 31, 2018
Net sales	$	485,954	$	370,345	$	155,981	$	—		$	1,012,280
Depreciation and amortization(1)	20,254		18,650		8,950		22			47,876
Rationalization charges	482		39		182		—			703
Segment income	37,093		48,224		11,082		(4,217		)	92,182
Three Months Ended March 31, 2017
Net sales	$	466,236	$	197,682	$	141,489	$	—		$	805,407
Depreciation and amortization(1)	18,798		9,182		8,437		23			36,440
Rationalization charges	722		53		110		—			885
Segment income (2)	43,870		23,799		6,834		(17,741		)	56,762

_____________

⁽¹⁾  Depreciation and amortization excludes amortization of debt issuance costs of $1.1 million for each of the three months ended March 31, 2018 and 2017.

⁽²⁾  Segment income for Corporate includes costs attributed to announced acquisitions of $13.2 million for the three months ended March 31, 2017.

Reconciliation of Segment Income from Operations to Income before Income Taxes

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

	2018		2017
	(Dollars in thousands)
Total segment income	$	92,182	$	56,762
Interest and other debt expense	30,481		23,095
Income before income taxes	$	61,701	$	33,667

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Significant Accounting Policies Revenue From Contracts with Customers ASU 2014-09 (Details) - Accounting Standards Update 2014-09 [Member] $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	$ 69.4
Inventories [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	(56.6)
Accrued Liabilities [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	0.9
Long Term Deferred Income Tax Liabilities
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	2.8
Retained Earnings
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	$ 9.1

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Significant Accounting Policies Stock Split (Details)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Stock split ratio (in shares)	2

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Significant Accounting Policies Net Periodic Pension Cost and Net Postretirement Benefit Cost (Details) - Accounting Standards Update 2017-07 [Member] $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Cost of Goods, Total [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	$ 6.6
Selling, General and Administrative Expenses [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	1.7
Pension and Other Postretirement Income [Member]
Summary Of Significant Accounting Policies [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Increase (Decrease)	$ 8.3

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Net sales	$ 1,012,280	$ 805,407
Contract assets	73,600
Trade accounts receivable, net	578,584	331,668	$ 454,637
Inventories	743,286	712,854	$ 721,290
Calculated under Revenue Guidance in Effect before Topic 606 [Member]
Trade accounts receivable, net	505,000
Inventories	804,100
Metal Containers [Member]
Net sales	485,954	466,236
Closures [Member]
Net sales	370,345	197,682
Plastic Containers [Member]
Net sales	155,981	141,489
North America [Member]
Net sales	779,790	674,839
Europe and Other [Member]
Net sales	$ 232,490	$ 130,568

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Rationalization Charges Activity in Rationalization Plan Reserves (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring Reserve [Roll Forward]
Balance at December 31, 2017	$ 2,419
Charged to expense	703	$ 885
Utilized and currency translation	(1,124)
Balance at March 31, 2018	1,998
Employee Severance and Benefits [Member]
Restructuring Reserve [Roll Forward]
Balance at December 31, 2017	22
Charged to expense	377
Utilized and currency translation	(342)
Balance at March 31, 2018	57
Plant Exit Costs [Member]
Restructuring Reserve [Roll Forward]
Balance at December 31, 2017	2,397
Charged to expense	65
Utilized and currency translation	(521)
Balance at March 31, 2018	1,941
Non-Cash Asset Write-Down [Member]
Restructuring Reserve [Roll Forward]
Balance at December 31, 2017	0
Charged to expense	261
Utilized and currency translation	(261)
Balance at March 31, 2018	0
Metal Containers [Member]
Restructuring Reserve [Roll Forward]
Charged to expense	482	722
Closures [Member]
Restructuring Reserve [Roll Forward]
Charged to expense	39	53
Plastic Containers [Member]
Restructuring Reserve [Roll Forward]
Charged to expense	182	$ 110
Accrued Liabilities [Member]
Restructuring Reserve [Roll Forward]
Balance at March 31, 2018	900
Other Liabilities [Member]
Restructuring Reserve [Roll Forward]
Balance at March 31, 2018	1,100
Rationalization Plan [Member] | Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expenses for our rationalization plans expected primarily within the next twelve months	1,400
Restructuring Reserve [Roll Forward]
Remaining cash expenditures for our rationalization plans expected through 2023	$ 3,400

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Amounts Included in Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other Comprehensive Income (Loss) [Roll Forward]
Balance at December 31, 2017	$ (188,973)
Other comprehensive income before reclassifications	13,434
Amounts reclassified from accumulated other comprehensive loss	832
Other comprehensive income	14,266	$ 7,746
Balance at March 31, 2018	(174,707)	$ (216,110)
Unrecognized Net Defined Benefit Plan Costs [Member]
Other Comprehensive Income (Loss) [Roll Forward]
Balance at December 31, 2017	(104,822)
Other comprehensive income before reclassifications	0
Amounts reclassified from accumulated other comprehensive loss	856
Other comprehensive income	856
Balance at March 31, 2018	(103,966)
Change in Fair Value of Derivatives [Member]
Other Comprehensive Income (Loss) [Roll Forward]
Balance at December 31, 2017	(89)
Other comprehensive income before reclassifications	(366)
Amounts reclassified from accumulated other comprehensive loss	(24)
Other comprehensive income	(390)
Balance at March 31, 2018	(479)
Foreign Currency Translation [Member]
Other Comprehensive Income (Loss) [Roll Forward]
Balance at December 31, 2017	(84,062)
Other comprehensive income before reclassifications	13,800
Amounts reclassified from accumulated other comprehensive loss	0
Other comprehensive income	13,800
Balance at March 31, 2018	$ (70,262)

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Accumulated Other Comprehensive Loss - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During the Period Related to Translation of Foreign Subsidiaries Utlizing a Functional Currency Other Than the US Dollar	$ 13,800	$ 7,457
Unrecognized Net Defined Benefit Plan Costs [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive (Loss) Reclassification Adjustment from AOCI, Pension and other Postretirement Benefit Plans, before tax	(1,100)
Benefit for Income Taxes	200
Amortization of net actuarial (losses), before tax	(1,700)
Net prior service credit arising during period, before tax	600
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During the Period Related to Translation of Foreign Subsidiaries Utlizing a Functional Currency Other Than the US Dollar	20,500
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Related to Net Investment Hedges, before Reclassification and Tax	(9,600)
Foreign currency translation, tax benefit related to net investment hedges	2,300
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period Related to Intra-Entity Transactions of a Long-Term Investment Nature, Net of Tax	$ 600

XML

Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 230,847	$ 233,410	$ 187,897
Work-in-process	133,271	124,396	125,941
Finished goods	449,133	433,937	452,931
Other	12,858	12,370	14,504
Inventory, Gross, Total	826,109	804,113	781,273
Adjustment to value inventory at cost on the LIFO method	(82,823)	(82,823)	(68,419)
Inventories	$ 743,286	$ 721,290	$ 712,854

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Long-Term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Debt Instrument [Line Items]
Total debt - principal	$ 2,949,557	$ 2,564,270	$ 2,192,563
Less unamortized debt issuance costs	16,196	16,979	20,552
Debt long term and short term less unamortized debt issuance costs combined amount	2,933,361	2,547,291	2,172,011
Less current portion	758,652	108,789	580,247
Long-term debt	2,174,709	2,438,502	1,591,764
Bank debt [Member]
Debt Instrument [Line Items]
Total debt - principal	1,268,497	903,945	400,183
5% Senior Notes due 2020 [Member]
Debt Instrument [Line Items]
Total debt - principal	$ 280,000	$ 280,000	$ 500,000
Senior note interest rate (percent)	5.00%	5.00%	5.00%
Less current portion	$ 280,000
5 1/2% Senior Notes due 2022 [Member]
Debt Instrument [Line Items]
Total debt - principal	$ 300,000	$ 300,000	$ 300,000
Senior note interest rate (percent)	5.50%	5.50%	5.50%
4 3/4% Senior Notes due 2025 [Member]
Debt Instrument [Line Items]
Total debt - principal	$ 300,000	$ 300,000	$ 300,000
Senior note interest rate (percent)	4.75%	4.75%	4.75%
3 1/4% Senior Notes due 2025 [Member]
Debt Instrument [Line Items]
Total debt - principal	$ 801,060	$ 780,325	$ 692,380
Senior note interest rate (percent)	3.25%	3.25%	3.25%
Revolving Loan [Member] | Bank debt [Member]
Debt Instrument [Line Items]
Total debt - principal	$ 415,000	$ 0	$ 319,510
Less current portion	415,000
U S Term Loans [Member] | Bank debt [Member]
Debt Instrument [Line Items]
Total debt - principal	800,000	800,000	0
Less current portion	40,000
Canadian Term Loans [Member] | Bank debt [Member]
Debt Instrument [Line Items]
Total debt - principal	23,362	27,147	34,166
Other Foreign Bank Revolving And Term Loans [Member] | Bank debt [Member]
Debt Instrument [Line Items]
Total debt - principal	30,135	$ 76,798	$ 46,507
Less current portion	$ 23,700

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Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
USD Interest Rate Swap Contract One [Member]
Derivative [Line Items]
Notional principal amount of outstanding of the interest rate swap agreement	$ 50,000
Fixed interest rate	2.878%
USD Interest Rate Swap Contract Two [Member]
Derivative [Line Items]
Notional principal amount of outstanding of the interest rate swap agreement	$ 50,000
Fixed interest rate	2.878%
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Cash and cash equivalents	$ 174,540
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value	626
Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Cash and cash equivalents	174,540
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value	626
Bank debt [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	1,268,497
Bank debt [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	1,268,497
5% Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	280,000
5% Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	280,162
5 1/2% Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	300,000
5 1/2% Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	306,195
4 3/4% Senior Notes due 2025 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	300,000
4 3/4% Senior Notes due 2025 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	291,585
3 1/4% Senior Notes due 2025 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	801,060
3 1/4% Senior Notes due 2025 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Derivative [Line Items]
Long-Term Debt	$ 817,105
5% Senior Notes due 2020 [Member]
Derivative [Line Items]
Senior note interest rate (percent)	5.00%	5.00%	5.00%
5% Senior Notes due 2020 [Member] | Senior Notes [Member]
Derivative [Line Items]
Senior note interest rate (percent)	5.00%
5 1/2% Senior Notes due 2022 [Member]
Derivative [Line Items]
Senior note interest rate (percent)	5.50%	5.50%	5.50%
5 1/2% Senior Notes due 2022 [Member] | Senior Notes [Member]
Derivative [Line Items]
Senior note interest rate (percent)	5.50%
3 1/4% Senior Notes due 2025 [Member]
Derivative [Line Items]
Senior note interest rate (percent)	3.25%	3.25%	3.25%
4 3/4% Senior Notes due 2025 [Member]
Derivative [Line Items]
Senior note interest rate (percent)	4.75%	4.75%	4.75%
Accumulated Translation Adjustment [Member]
Derivative [Line Items]
Foreign currency (losses) of net investment hedges included in accumulated other comprehensive loss	$ (9,600)

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Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Pension Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3,721	$ 3,168
Interest cost	6,309	6,270
Expected return on plan assets	(17,123)	(15,713)
Amortization of prior service cost (credit)	35	80
Amortization of actuarial losses (gains)	1,786	1,853
Net periodic benefit credit	(5,272)	(4,342)
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	31	36
Interest cost	163	176
Amortization of prior service cost (credit)	(649)	(853)
Amortization of actuarial losses (gains)	(119)	(139)
Net periodic benefit credit	$ (574)	$ (780)

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Treasury Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2018	Oct. 17, 2016
Equity, Class of Treasury Stock [Line Items]
Aggregate stock authorized for repurchase program (shares)		$ 300.0
Remaining authorized repurchase amount	$ 129.4
Treasury stock (shares)	64,543,494
2004 Amended and Restated Stock Incentive Plan
Equity, Class of Treasury Stock [Line Items]
Treasury shares issued for restricted stock units that vested during the period	279,840
Average cost of treasury shares that were issued for restricted stock units that vested during the period (usd per share)	$ 3.14
Shares repurchased to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units (shares)	96,182
Average cost per share of treasury stock acquired to satisfy minimum employee withholding requirements (usd per share)	$ 28.55

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Stock-Based Compensation - Additional Information (Detail) - Restricted stock units [Member] $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (shares) | shares	355,400
Fair value of restricted stock units granted | $	$ 10.1

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Reportable Business Segment Information (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Net sales		$ 1,012,280	$ 805,407
Depreciation and amortization	[1]	47,876	36,440
Rationalization charges		703	885
Segment Income		92,182	56,762
Amortization of debt issuance costs excluded from depreciation and amortization		1,100	1,100
Metal Containers [Member]
Segment Reporting Information [Line Items]
Net sales		485,954	466,236
Depreciation and amortization	[1]	20,254	18,798
Rationalization charges		482	722
Segment Income		37,093	43,870
Closures [Member]
Segment Reporting Information [Line Items]
Net sales		370,345	197,682
Depreciation and amortization	[1]	18,650	9,182
Rationalization charges		39	53
Segment Income		48,224	23,799
Plastic Containers [Member]
Segment Reporting Information [Line Items]
Net sales		155,981	141,489
Depreciation and amortization	[1]	8,950	8,437
Rationalization charges		182	110
Segment Income		11,082	6,834
Corporate [Member]
Segment Reporting Information [Line Items]
Net sales		0	0
Depreciation and amortization	[1]	22	23
Rationalization charges		0	0
Segment Income		$ (4,217)	(17,741)	[2]
Costs attributed to announced acquisitions			$ 13,200

[1] Depreciation and amortization excludes amortization of debt issuance costs of $1.1 million for each of the three months ended March 31, 2018 and 2017.

[2] Segment income for Corporate includes costs attributed to announced acquisitions of $13.2 million for the three months ended March 31, 2017.

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Reconciliation of Segment Income to Income before Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Segment Income	$ 92,182	$ 56,762
Interest and other debt expense	30,481	23,095
Income before income taxes	$ 61,701	$ 33,667

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Subsequent Event (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 16, 2018	Mar. 31, 2018	Mar. 31, 2017
Subsequent Event [Line Items]
Gain (Loss) on Extinguishment of Debt		$ 0	$ (2,677)
Senior Notes [Member] | Five Percent Senior Notes due 2020 [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Early Repayment of Senior Debt	$ 280,000
Debt Instrument, Redemption Price, Percentage Plus Accrued and Unpaid Interest up to the Redemption Date	100.00%
Gain (Loss) on Extinguishment of Debt	$ (1,400)