UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
ý☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172021
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)
Delaware06-1269834
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
Delaware06-1269834
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4 Landmark Square Stamford, Connecticut06901
Stamford,Connecticut06901
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (203) 975-7110
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSLGNNasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ý     No  o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     Yes  o     No  ý
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  ý     No  o
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  ý    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerý
☒
Accelerated filero
☐
Non-accelerated filero
☐(Do not check if a smaller reporting company)
Smaller reporting companyo
☐
Emerging growth companyo
☐
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. o
Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o☐     No  ý
The aggregate market value of the Registrant’s Common Stock held by non-affiliates, computed by reference to the price at which the Registrant’s Common Stock was last sold as of June 30, 2017,2021, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $2.347$3.47 billion. Common Stock of the Registrant held by executive officers and directors of the Registrant has been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purposes.
As of February 1, 2018,2022, the number of shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, was 110,385,344.110,410,229.
Documents Incorporated by Reference:
Portions of the Registrant’s Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, for its Annual Meeting of Stockholders to be held in 20182022 are incorporated by reference in Part III of this Annual Report on Form 10-K.



TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS.
GENERAL
We are a leading manufacturer of sustainable rigid packaging solutions for consumer goods products. We had consolidated net sales of approximately $4.1$5.7 billion in 2017.2021. Our products are used for a wide variety of end markets and we operate 100113 manufacturing plants in North America, Europe, Asia and South America. Our products include:
•dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products;
•steel and aluminum containers for human and pet food and general line products; and
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 food and care, agricultural, automotive and marine chemical products.
We are a leading worldwide manufacturer of dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. Our leadership position in dispensing and specialty closures is a result of our ability to provide customers with high levels of quality, service and technological support. Our dispensing and specialty closures business provides customers with an extensive variety of innovative dispensing systems and proprietary specialty closures solutions that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our product offering. We have 46 dispensing and specialty closure manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 100 countries throughout the world. In addition, we license our technology to four other manufacturers for various international markets that we do not serve directly. For 2021, our dispensing and specialty closures business had net sales of $2.16 billion (approximately 38.0 percent of our consolidated net sales) and segment income of $262.1 million (approximately 43.1 percent of our consolidated income before interest and income taxes excluding corporate expense).
We are also a leading manufacturer of metal containers in North America and Europe, and in North America we are the largest manufacturer of metal food containers with a unit volume market share in the United States in 20172021 of approximately sixty percent.slightly more than half of the market. Our leadership in these markets is driven by our high levels of quality, service and technological support, our low cost producer position, our strong long-term customer relationships and our proximity to customers through our widespread geographic presence. We have 4544 metal container manufacturing facilities located in the United States, Europe and Asia, serving over 50 countries throughout the world. Additionally, we believe that we have the most comprehensive equipment capabilities in the industry. For 2017,2021, our metal containercontainers business had net sales of $2.28$2.81 billion (approximately 55.749.5 percent of our consolidated net sales) and segment income from operations of $230.2$253.7 million (approximately 57.641.7 percent of our consolidated income from operations excluding corporate expense).
We are also a leading worldwide manufacturer of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. Our leadership position in closures is a result of our ability to provide customers with high levels of quality, service and technological support. Our closures business provides customers with an extensive variety of proprietary metal and plastic closures and innovative dispensing system solutions that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our closures product offering. We have 33 closure manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world. In addition, we license our technology to four other manufacturers for various international markets we do not serve directly. For 2017, our closures business had net sales of $1.25 billion (approximately 30.5 percent of our consolidated net sales)before interest and income from operations of $142.0 million (approximately 35.5 percent of our consolidated income from operationstaxes excluding corporate expense).
Additionally, we are a leading manufacturer of plasticcustom containers in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical markets. Our success in the plastic packaging marketwith custom containers is largely due to our demonstrated ability to provide our customers with high levels of quality, service and technological support, along with our value-added design-focused products and our extensive geographic presence with 2223 manufacturing facilities in the United States and Canada. We produce plasticcustom containers from a full range of resin materials and offer a comprehensive array of molding and decorating capabilities. For 2017,2021, our plastic containercustom containers business had net sales of $565.1$708.6 million (approximately 13.812.5 percent of our consolidated net sales) and segment income from operations of $27.8$92.4 million (approximately 6.915.2 percent of our consolidated income from operationsbefore interest and income taxes excluding corporate expense).
Our customer base includes some of the world’s best-known branded consumer products companies. Our philosophy has been to develop long-term customer relationships by acting in partnership with our customers by providing reliable quality, service and technological support and utilizing our low cost producer position. The strength of our customer relationships is evidenced by our large number of multi-year supply arrangements, our high retention of customers’ business and our continued recognition from customers, as demonstrated by the many quality and service awards we have received. We estimate that in 20182022 approximately 90 percent of our projected metal container sales and a majority of our projected dispensing and specialty closures and plasticcustom container sales will be under multi-year customer supply arrangements.
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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 believe that we will accomplish this goal because of

our leading market positions and management expertise in acquiring, financing, integrating and efficiently operating consumer goods packaging businesses.
OUR HISTORY
We are a Delaware corporation. We were founded in 1987 by our Non-Executive Co-Chairmen of the Board, R. Philip Silver and D. Greg Horrigan.Horrigan, two of the members of our Board of Directors. Since our inception, we have acquired thirty-fiveforty businesses. Through acquisitions and organic growth, we have become a leading worldwide manufacturer of dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products, with net sales of $2.16 billion in 2021, representing a compounded annual growth rate of approximately 13.9 percent since our acquisition of the White Cap closures operations in the United States in 2003. As a result of the benefits of acquisitions and organic growth, we have become a leading manufacturer of metal containers in North America and Europe, with net sales of $2.28$2.81 billion in 2017,2021, representing a compounded annual growth rate of approximately 7.3 percent since 1987, and have increased our overall share of the metal food container market in the United States from approximately ten percent in 1987 to approximately sixty percentslightly more than half of the market in 2017. Through acquisitions, we have become a leading worldwide manufacturer of closures for food, beverage, health care, garden, personal care, home and beauty products, with net sales of $1.25 billion in 2017.2021. We have also grown our market position in the plasticcustom container business since 1987, with net sales increasing sixfold to $565.1$708.6 million in 2017.2021, representing a compounded annual growth rate of approximately 6.3 percent over that period. The following chart shows our acquisitions since our inception:
Acquired BusinessYearProducts
Nestlé Food Company’s metal container manufacturing division1987Metal food containers
Monsanto Company’s plasticcustom container business1987PlasticCustom containers
Fort Madison Can Company of The Dial Corporation1988Metal food containers
Seaboard Carton Division of Nestlé Food Company1988Paperboard containers
Aim Packaging, Inc.1989PlasticCustom containers
Fortune Plastics Inc.1989PlasticCustom containers
Express Plastic Containers Limited1989PlasticCustom containers
Amoco Container Company1989PlasticCustom containers
Del Monte Corporation’s U.S. can manufacturing operations1993Metal food containers
Food Metal and Specialty business of American National Can Company1995
Metal food containers and

metal closures
Finger Lakes Packaging Company, Inc., a subsidiary of Birds Eye Foods, Inc.1996Metal food containers
Alcoa Inc.’s North American aluminum roll-on closures business1997Aluminum roll-on closures
Rexam PLC’s North American plasticcustom container business1997PlasticCustom containers and plastic closures
Winn Packaging Co.1998PlasticCustom containers
Campbell Soup Company’s steel container manufacturing business1998Metal food containers
Clearplass Containers, Inc.1998PlasticCustom containers
RXI Holdings, Inc.2000PlasticCustom containers and plastic closures, caps, sifters and fitments
Thatcher Tubes LLC2003Plastic tubesCustom containers
Amcor White Cap, LLC2003Metal, composite and plastic vacuum closures
Pacific Coast Producers’ can manufacturing operations2003Metal food containers
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Acquired BusinessYearProducts
Amcor White Cap (Europe, Asia and South America)2006 - 2008Metal, composite and plastic vacuum closures
Cousins-Currie Limited2006PlasticCustom containers
Grup Vemsa 1857, S.L.’s metal vacuum closures operations in Spain and China2008Metal vacuum closures

Acquired BusinessYearProducts
IPEC Global, Inc. and its subsidiaries2010Plastic closures
Vogel & Noot Holding AG’s metal container operations2011Metal containers
DGS S.A.’s twist-off metal closures operations2011Metal vacuum closures
Nestlé Purina PetCare’s metal container manufacturing operations2011Metal containers
Öntaş Öner Teneke Ambalaj Sanayi
ve Ticaret A.S.
2012Metal containers and metal vacuum closures
Rexam High Barrier Food Containers, Inc., Rexam PLC’s plasticthermoformed food container operations2012PlasticThermoformed food containers
Amcor Packaging (Australia) Pty Ltd's metal vacuum closures operations in Australia2013Metal vacuum closures
Portola Packaging, Inc. and its subsidiaries2013Plastic closures
Tecnocap S.p.A.'s and Tecnocap LLC's metal vacuum closures operations in the U.S.2013Metal vacuum closures
Van Can Company's metal container manufacturing assets2014Metal containers
Injected Plastics Co.'s plastic closures operations2015Plastic closures
WestRock Company’sCompany's dispensing and specialty closures business2017Dispensing and specialty closures
Cobra Plastics, Inc.2020Plastic and specialty closures
Albéa Group's dispensing operations2020Dispensing systems and specialty closures
Gateway Plastics LLC2021Dispensing systems and specialty closures
Unicep Packaging LLC2021Precision dosing dispensing systems business
Easytech Closures S.p.A.20172021Specialty closuresEasy-open and dispensing systemssanitary metal ends
On April 6, 2017,September 20, 2021, we acquired the specialtyGateway Plastics LLC, or Silgan Specialty Packaging, a manufacturer of dispensing closures and integrated dispensing systems operations of WestRock Company, now operating underpackaging solutions, such as a combined container and closure or 100% recyclable dispensing beverage pods, for consumer goods products primarily for the name Silgan Dispensing Systems,food and beverage markets.
On September 30, 2021, we acquired Unicep Packaging LLC, or SDS. SDS isUnicep, a leading global supplier of highly engineered triggers, pumps, sprayersSpecialty Contract Manufacturer and Developer, or SCMD, solutions provider that develops, formulates, manufactures and sells precision dosing dispensing closure solutions, such as diagnostic test components, oral care applications and skin care products, primarily for the health care, garden,diagnostics, animal health, oral care and personal care home, beautymarkets.
On October 1, 2021, we acquired Easytech Closures S.p.A., or Easytech, a manufacturer of easy-open and sanitary metal ends used with metal containers primarily for food products. It operates a global network of thirteen facilities across North and South America, Europe and Asia. SDS represents a strategically important acquisition for us, providing us with an opportunity to expand our closures franchise. SDS is includedapplications in our Closures segment as of the acquisition date.Europe.

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OUR STRATEGY
We intend to enhance our position as a leading manufacturer of consumer goods packaging products by continuing to aggressively pursue a strategy designed to achieve future growth and increase shareholder value by focusing on the following key elements:
SUPPLY “BEST VALUE” PACKAGING PRODUCTS WITH HIGH LEVELSOF QUALITY, SERVICEAND TECHNOLOGICAL SUPPORT
Since our inception, we have been, and intend to continue to be, devoted to consistently supplying our sustainable rigid packaging products with the combination of quality, price and service that our customers consider to be “best value.” In our metal container business, we focus on providing high qualitydispensing and high levels of service and utilizing our low cost producer position. We have made and are continuing to make significant capital investments to offer our customers value-added features such as our family of Quick Top® easy-open ends for our metal food containers, shaped metal food containers and alternative color offerings for metal food containers. In addition, we have made and continue to make investments for our Can Vision 2020SM program, which investments are intended to enhance the competitive advantages of metal packaging for food and included a new manufacturing facility in the United States that was completed in 2016. We have also initiated construction in 2017 of a smaller, near-site manufacturing facility in the United States to support growth of our customers. In ourspecialty closures business, we emphasize high levels of quality, service and technological support. We believe our dispensing and specialty closures business is the premier innovative closuresdispensing and dispensing systemsspecialty closures solutions provider to the food, beverage, health care, garden, home, personal care, homefragrance and beauty industries. We manufacture throughout the world a wide range of highly engineered dispensing systems for health care, garden, home, personal care, fragrance, beauty and food products. We also offer customers an extensive variety of metal and plastic specialty closures for food and beverage products, as well as proprietary equipment solutions such as cap feeders, cappers and detection systems, to ensure high quality package safety. We also manufacture throughout the world a wide range of highly engineered dispensing systems for health care, garden, personal care, home, beauty and food products. In our plastic containermetal containers business, we focus on providing high quality and high levels of service and utilizing our low cost producer position to supply our customers with metal containers, which are infinitely recyclable and one of the most recycled packages in the world. We have made and are continuing to make significant capital investments to enhance the competitive advantages of metal containers and to offer our customers value-added features such as our family of Quick Top® easy-open ends for our metal food containers, shaped metal food containers and alternative color offerings for metal food containers. In our custom containers business, we provide high levels of quality and service and focus on value-added, custom designed plastic containers to meet changing product and packaging demands of our customers. We believe that we are one of the few plastic packaging businesses that can custom design, manufacture and decorate a wide variety of plasticcustom containers,

providing the customer with the ability to satisfy more of its plastic packaging needs for custom containers through one supplier. We will continue to supply customized products that can be delivered quickly to our customers with superior levels of design, development and technological support. We also have made and continue to make strategic investments to enhance the competitive position of our plastic container business, including the construction of two new plastic container manufacturing facilities in the United States that were completed in 2016, one of which is a near-site facility to a major customer and the other of which is to meet the growing needs of our customers and allow us to further reduce costs of our plastic containercustom containers business. We have also initiated construction in 2017 of a new thermoformed plastic container manufacturing facility in the United States in support of continued growth.
MAINTAIN LOW COST PRODUCER POSITION
We will continue pursuing opportunities to strengthen our low cost position in our businessbusinesses by:
•maintaining a flat, efficient organizational structure, resulting in low selling, general and administrative expenses as a percentage of consolidated net sales;
•achieving and maintaining economies of scale;
•prudently investing in new technologies to increase manufacturing and production efficiency;
•rationalizing our existing plant structure; and
•serving our customers from our strategically located plants.
Through our dispensing and specialty closures facilities, we manufacture an extensive variety of highly engineered dispensing systems and metal and plastic specialty closures for the food, beverage, health care, garden, home, personal care, fragrance and beauty industries throughout the world utilizing state-of-the-art technology and equipment, and we also provide customers for our specialty closures with state-of-the-art capping/sealing equipment and detection systems. Through our metal container facilities, we believe that we provide the most comprehensive manufacturing capabilities in the industry. Through our closures business, we manufacture an extensive variety of metal and plastic closures and highly engineered dispensing systems for the food, beverage, health care, garden, personal care, home and beauty industries throughout the world utilizing state-of-the-art technology and equipment, and we also provide our customers for our closures with state-of-the-art capping/sealing equipment and detection systems. Through our plasticcustom container facilities, we have the capacity to manufacture customized products across the entire spectrum of resin materials, decorating techniques and molding processes required by our customers. We intend to leverage our manufacturing, design and engineering capabilities to continue to create cost-effective manufacturing systems that will drive our improvements in product quality, operating efficiency and customer support.
In 2015,2019, we initiated a multi-year footprint optimization plansplan in each of our businesses, which plans were designedmetal containers business in the United States to reduce manufacturingcapacity and logistical costs and provide productivity improvements and manufacturing efficiencies, thereby resulting in a lowercontinue to drive cost manufacturing network for our businesses and strengthening the competitive position of each of our businesses in their respective markets. The optimization plans included the construction of a newreductions, under which we shut down two metal food container manufacturing facility and two new plastic container manufacturing facilities in the United States, the relocationfourth quarter of various equipment lines to facilities where we can better serve our customers and the rationalization2019. We delayed further implementation of several existing manufacturing facilities. The three new manufacturing facilities are strategically located to meet the unique needs of our customers. Each of our businesses completed the execution of itsthis footprint optimization plan by the end of 2016, including commercializing the new metal food container manufacturing facilityin 2020 and the two new plastic container manufacturing facilities.2021 due to a strong increase in demand for our products and may make changes to this footprint optimization plan based on further demand changes for our products.
In 2017, we initiated construction of a new metal container manufacturing facility and a new thermoformed plastic container manufacturing facility, in each case to support continued growth.
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MAINTAINAN OPTIMAL CAPITAL STRUCTURETO SUPPORT GROWTHAND INCREASE SHAREHOLDER VALUE
Our financial strategy is to use reasonable leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a longerlong 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. In 2015 and 2016,August 2019, we used cash on hand andredeemed all $300.0 million aggregate principal amount of our outstanding 5½% Senior Notes due 2022, or the 5½% Notes, with revolving loan borrowings under our then existing senior secured credit facility, as amended, or our 2014 Credit Facility, to fund repurchasesAgreement, and cash on hand. In November 2019, we issued $400.0 million aggregate principal amount of our common stock for an aggregate of $447.4 million, comprised of $170.1 million in 2015 (which included $161.8 million of our common stock purchased pursuant to a "modified Dutch auction" tender offer that was completed in March 2015) and $277.3 million in 2016 (which included $269.4 million of our common stock purchased pursuant to a "modified Dutch auction" tender offer that was completed in November 2016). In February 2017, we issued $300 million of our 4¾%

Senior Notes due 2025, or the 4¾% Notes, and €650 million of our 3¼4⅛% Senior Notes due 2025,2028, or the 3¼4⅛% Notes, and used the net proceeds therefrom to repay outstanding revolving loans under our Credit Agreement at that time, including revolving loans used to redeem the 5½% Notes. In February 2020, we issued an additional $200.0 million of the 4⅛% Notes and €500.0 million of our 2¼% Senior Notes due 2028, or the 2¼% Notes. We used the net proceeds from the 4¾% Notesof these issuances and revolving loan borrowings under our Credit Agreement to prepay a portionall of our outstanding U.S. dollar term loans under our Credit Agreement at that time. In June 2020, we funded the purchase price for the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, with $900.0 million of incremental term loans under our Credit Agreement. In February 2021, we amended our Credit Agreement to provide us with additional flexibility to, among other things, issue new senior secured notes, and repay a portionwe issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, and used the proceeds therefrom to prepay $500.0 million of our outstanding term loans under our Credit Agreement. In September and October 2021, we funded the purchase price for each of Silgan Specialty Packaging, Unicep and Easytech with revolving loan borrowings under our Credit Agreement. In November 2021, we further amended our Credit Agreement to extend maturity dates by more than three years, increase our revolving loan facility from $1.2 billion to $1.5 billion, borrow $1.0 billion in new term loans to refinance outstanding term and revolving loans under our 2014 Credit Facility. We used the net proceeds from the 3¼% Notes to prepay all outstanding Euro term loans and repay all remaining outstanding revolving loans under our 2014 Credit Facility, to repay certain foreign bank revolving and term loans of certain of our non-U.S. subsidiaries and to redeem $220 million of our outstanding 5% Senior Notes due 2020, or the 5% Notes. In March 2017, we completed an amendment and restatement of our 2014 Credit Facility and entered into an amended and restated credit facility, or our Credit Agreement which extendedthat were used to fund the maturity datesthree recent acquisitions completed in 2021 and the acquisition of our senior secured credit facility, provides additional borrowing capacity for usthe Albéa Dispensing Business in 2020, and providesprovide us with greateradditional flexibility with regard to our strategic initiatives. Our Credit Agreement provides us with revolving loans, consisting of a multicurrency revolving loan facility of approximately $1.19 billion and a Canadian revolving loan facility of Cdn $15.0 million. Additionally, our Credit Agreement provided us with term loans, consisting of (i) U.S. $800 million of term loans designated U.S. A term loans, which were used to fund a portion of the purchase price for SDS, and (ii) Cdn $45.5 million of term loans designated Canadian A term loans. In April 2017, we funded the purchase price for SDS with term and revolving loan borrowings under our Credit Agreement. You should also read Notes 23, 9 and 818 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.

EXPAND THROUGH ACQUISITIONSAND INTERNAL GROWTH
We intend to continue to increase our market share in our current business linesmarkets and related business linesmarkets through acquisitions and internal growth. We use a disciplined approach to make acquisitions and investments that generate attractive cash returns. As a result, we expect to continue to expand and diversify our customer base, geographic presence and product lines. This strategy has enabled us to increase our net sales and income frombefore interest and income taxes since our founding.
With our acquisitions of our dispensing and specialty closures operations in North America, Europe, Asia and South America as well as organic growth, we established ourselves as a leading worldwide manufacturer of dispensing systems and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. In 2017, we broadened our closures portfolio to include dispensing systems with our acquisition of the dispensing systems operations of WestRock Company, now operating under the name Silgan Dispensing Systems, or SDS, and we further expanded our dispensing systems operations with our acquisitions of the Albéa Dispensing Business in 2020 and Silgan Specialty Packaging and Unicep in 2021. Since 2003, following our acquisition of the White Cap closures operations in the United States, net sales of our dispensing and specialty closures business have increased to $2.16 billion in 2021 as a result of acquisitions and internal growth, representing a compounded annual growth rate of approximately 13.9 percent over that period. We may pursue further consolidation opportunities in the last ten years.dispensing and specialty closures markets, including in dispensing systems, or in adjacent markets, such as our acquisitions of Silgan Specialty Packaging and Unicep. Additionally, we expect to continue to generate internal growth in our dispensing and specialty closures business, particularly in dispensing systems. In making investments to pursue internal growth, we use a disciplined approach to generate attractive cash returns.
We are a leading manufacturer of metal containers in North America and Europe, primarily as a result of our acquisitions but also as a result of growth with existing customers. During the past 3035 years, the metal food container market in North America has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal
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food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé Food Company, or Nestlé, The Dial Corporation, or Dial, Del Monte Corporation, or Del Monte, Birds Eye Foods, Inc., or Birds Eye, Campbell Soup Company, or Campbell, Pacific Coast Producers, or Pacific Coast, and Nestlé Purina PetCare's steel container self-manufacturing assets, or Purina Steel Can, reflect this trend. We estimate that approximately sevennine percent of the market for metal food containers in the United States is still served by self-manufacturers.
While weWe have expanded our metal containercontainers business and increased our market share of metal containers primarily through acquisitions and growth with existing customers wewith net sales increasing to $2.81 billion in 2021, representing a compounded annual growth rate of approximately 7.3 percent since 1987. We have also made, over the last several years, and are continuing to make, significant capital investments in our metal containercontainers business to enhance our business and the competitive advantages of metal packaging for food and to offer our customers value-added features, such as our family of Quick Top® easy-open ends for metal food containers, shaped metal food containers and alternative color offerings for metal food containers. In 2017,2021, approximately 70 percent of our metal food containers sold had an easy-open end. In addition, we have made and continue to make investments for our Can Vision 2020SM program, which investments are intended to enhance the competitive advantages of metal packaging for food. In 2016, we completed the construction of a new metal food container manufacturing facility in Burlington, Iowa to better optimize the logistical footprint of our metal container operations in North America, allowing us to further reduce costs of our metal container business. We have also initiated construction in 2017 of a smaller, near-site manufacturing facility in the United States to support growth of our customers.
With our acquisitions of our closures operations in North America, Europe, Asia and South America, we established ourselves as a leading worldwide manufacturer of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. In 2017, we broadened our closures portfolio to include dispensing systems with our acquisition of SDS. In 2013, we expanded the geographic scope, product offerings and scale of our plastic closures operations with the acquisition of Portola Packaging, Inc. and its subsidiaries, or Portola. We may pursue further consolidation opportunities in the closures markets in which we operate, including in dispensing systems, or in adjacent closures markets. Additionally, we expect to continue to generate internal growth in our closures business, particularly in plastic closures and dispensing systems. In making investments to pursue internal growth, we use a disciplined approach to generate attractive cash returns.
We have grown our market position for our plastic containercustom containers business since 1987, with net sales increasing sixfold to $565.1$708.6 million in 2017.2021, representing a compounded annual growth rate of approximately 6.3 percent over that period. We achieved this improvement primarily through strategic acquisitions as well as

through internal growth. As part of the acquisition of Portola in 2013, we acquired three plastic container manufacturing facilities in Canada, further expanding the geographic scope and product offerings of our plastic container business. In 2016, we completed construction of two new plastic container manufacturing facilities, including a near-site facility to a major customer and another facility to meet the growing needs of our customers and allow us to further reduce costs of our plastic container business. These new facilities are located in North East, Pennsylvania and Hazelwood, Missouri. We have also initiated construction in 2017 of a new thermoformed plastic container manufacturing facility in the United States in support of continued growth. The plasticcustom containers segment of the consumer goods packaging industry continues to be highly fragmented, and we intend to pursue further consolidation opportunities in this market. We also expect to continue to generate internal growth in our plastic containercustom containers business. As with acquisitions, we use a disciplined approach to pursue internal growth to generate attractive cash returns. Through a combination of these efforts, we intend to continue to expand our customer base in the markets that we serve, such as the personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical markets.
ENHANCE PROFITABILITY THROUGH PRODUCTIVITY IMPROVEMENTSAND COST REDUCTIONS
We intend to continue to enhance profitability through investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions, and the optimization of our manufacturing facilities footprints. The additional sales and production capacity provided through acquisitions and investments have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings. From 2013,2016, we have closed three metal containertwo dispensing and specialty closures manufacturing facilities, two closuresix metal containers manufacturing facilities and four plastic containertwo custom containers manufacturing facilities in connection with our continuing efforts to streamline our plant operations, reduce operating costs and better match supply with geographic demand.
We expect that most future acquisitions will continue to enable us to realize manufacturing efficiencies as a result of optimizing production scheduling and other benefits from economies of scale and the elimination of redundant selling and administrative functions. In addition to the benefits realized through the integration of acquired businesses, we have improved and expect to continue to improve the operating performance of our plant facilities by investing capital for productivity improvements, manufacturing efficiencies and manufacturing cost reductions. While we have made some of these investments in certain of our plants, more opportunities still exist throughout our system. We will continue to use a disciplined approach to identify these opportunities to generate attractive cash returns.
In 2015,2019, we initiated a multi-year footprint optimization plansplan in each of our businesses that were designedmetal containers business in the United States to reduce manufacturingcapacity and logistical costs and provide productivity improvements and manufacturing efficiencies, thereby resulting in a lowercontinue to drive cost manufacturing network for our businesses and strengthening the competitive position of each of our businesses in their respective markets.  The optimization plans included the construction of a newreductions, under which we shut down two metal food container manufacturing facility and two new plastic container manufacturing facilities in the relocationfourth quarter of various equipment lines to facilities where we can better serve our customers and the rationalization2019. We delayed further implementation of several existing manufacturing facilities.  The three new manufacturing facilities are strategically located to meet the unique needs of our customers. Each of our businesses completed the execution of itsthis footprint optimization plan by the end of 2016, including commercializing the new metal container manufacturing facilityin 2020 and the two new plastic container manufacturing facilities.2021 due to a strong increase in demand for our products and may make changes to this footprint optimization plan based on further demand changes for our products.
In 2017, we initiated construction of a new metal container manufacturing facility and a new thermoformed plastic container manufacturing facility, in each case to support continued growth.
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BUSINESS SEGMENTS
We are a holding company that conducts our business through various operating subsidiaries. We operate three businesses,businesses: our dispensing and specialty closures business; our metal containercontainers business; and our custom containers business.
DISPENSING AND SPECIALTY CLOSURES—38.0 PERCENTOFOURCONSOLIDATEDNETSALESIN 2021
We are a leading worldwide manufacturer of dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. Our dispensing and specialty closures business provides customers with an extensive variety of innovative dispensing system solutions, including integrated dispensing packaging solutions, and proprietary metal and plastic specialty closures that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our specialty closures product offering. We have 46 dispensing and specialty closures manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 100 countries throughout the world. In addition, we license our technology to four other manufacturers for various markets that we do not serve directly. For 2021, our dispensing and specialty closures business had net sales of $2.16 billion (approximately 38.0 percent of our consolidated net sales) and segment income of $262.1 million (approximately 43.1 percent of our consolidated income before interest and income taxes excluding corporate expense). Since 2003, following our acquisition of the White Cap closures operations in the United States, we have grown our dispensing and specialty closures business through acquisitions and organic growth, with net sales increasing at a compounded annual growth rate of approximately 13.9 percent.
With our acquisition in 2017 of SDS, we broadened our closures portfolio to include dispensing systems for health care, garden, home, personal care, fragrance, beauty and food products, such as health care nasal spray and topical applications, lawn and garden products, hard surface cleaning products, professional cleaning products, air and fabric care products, perfume and other fragrance products, skin care products, lotions, cosmetics, soaps, hair care products and other bath and body products and condiments. With our acquisition in 2020 of the Albéa Dispensing Business, we expanded our dispensing systems portfolio, including for highly engineered pumps, sprayers and foam dispensing solutions for the beauty, fragrance and personal care markets. With our acquisition in 2021 of Silgan Specialty Packaging, we further grew our dispensing systems portfolio with integrated dispensing packaging solutions offerings. Our acquisition in 2021 of Unicep complemented our global dispensing and specialty closures business by expanding and extending our precision dosing capabilities and comprehensive product offering into new and existing markets and broadened our exposure to health care and Point-of-Care diagnostics markets. We also manufacture metal and plastic specialty closures, many of which maintain a vacuum, for food and beverage products, such as ready-to-drink teas, sports drinks, dairy products, tomato sauce, salsa, pickles, baby food, juice drinks, ketchup, preserves, soup, cooking sauces, gravies, fruits, vegetables and infant formula products. We provide customers for our specialty closures with custom formulations of sealing/lining materials, designed either to minimize removal torques and enhance openability of our closures or to maintain sealability of our closures, in each case to meet the unique needs of our customers while also meeting applicable regulatory requirements. We offer our customers an extensive range of decorating options for our dispensing and specialty closures for product differentiation. We also provide customers with sealing/capping equipment and detection systems to complement our specialty closures product offering. As a result of our extensive range of dispensing and specialty closures, our geographic presence and our plastic container business.focus on providing high levels of quality, service and technological support, we believe that we are uniquely positioned to serve food, beverage, health care, garden, home, personal care, fragrance and beauty product companies for all of their dispensing and specialty closure needs.
METAL CONTAINERS—55.7 49.5 PERCENTOFOURCONSOLIDATEDNETSALESIN 2017 2021
We are a leading manufacturer of metal containers in North America and Europe, and in North America we are the largest manufacturer of metal food containers with a unit volume market share in the United States in 20172021 of approximately sixty percent.slightly more than half of the market. Our metal containercontainers business is engaged in the manufacture and sale of steel and aluminum containers that are used primarily by processors and packagers for food products, such as pet food, vegetables, soup, vegetables, fruit,proteins (e.g., meat, chicken and seafood), tomato based products, seafood, coffee, adult nutritional drinks, pet foodfruit and other miscellaneous food products, as well as general line metal containers primarily for chemicals. With our acquisition in 2021 of Easytech, we increased our manufacturing capacity for easy-open ends for metal containers. We have 4544 metal container manufacturing facilities located in the United States, Europe and Asia, serving over 50 countries

throughout the world. For 2017,2021, our metal containercontainers business had net sales of $2.28$2.81 billion (approximately 55.749.5 percent of our consolidated net sales) and segment income from operations of $230.2$253.7 million (approximately 57.641.7 percent of our consolidated income from operationsbefore interest and income taxes excluding corporate expense). Since
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1987, we have grown our metal containers business through acquisitions and organic growth, with net sales increasing at a compounded annual growth rate of approximately 7.3 percent. We estimate that approximately 90 percent of our projected metal container sales in 20182022 will be pursuant to multi-year customer supply arrangements.
Although metal containers face competition from plastic, paper, glass and composite containers, we believe metal containers are superior to plastic, paper and composite containers in applications where the contents are prepared at high temperatures, or packaged in larger consumer or institutional quantities, or where the long-term storage of the product is desirable while maintaining the product’s quality. We also believe that metal containers are generally more desirable than glass containers because metal containers are more durable and less costly to transport. Additionally, whileIn addition, metal containers are one of the market for metal food containersmost recycled packages in the United States has experienced little or no growth over the last ten years, weworld and are infinitely recyclable. We have increased our market share of metal food containers in the United States primarily through acquisitions such as our acquisition in 2013 of the manufacturing assets of Van Can Company, or Van Can, and growth with existing customers, and have enhanced our business by focusing on providing customers with high quality, high levels of service and value-added features such as our family of Quick Top® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. In addition, we have made and continue to make significant capital investments for our Can Vision 2020SM program, which investments are intended to enhance the competitive advantages of metal packagingcontainers for food. In 2016, we completed the commercialization of a new metal food container manufacturing facility in the United States to better optimize the logistical footprint of our metal container business in North America, allowing us to further reduce costs of our metal container business. We have also initiated construction in 2017 of a smaller, near-site manufacturing facility in the United States to support growth of our customers.
CLOSURESUSTOM CONTAINERS—30.5 12.5 PERCENTOFOURCONSOLIDATEDNETSALESIN 2017 2021
We are a leading worldwide manufacturer of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. Our closures business provides customers with an extensive variety of proprietary metal and plastic closures and innovative dispensing system solutions that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our closures product offering. We have 33 closure manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world. In addition, we license our technology to four other manufacturers for various markets we do not serve directly. For 2017, our closures business had net sales of $1.25 billion (approximately 30.5 percent of our consolidated net sales) and income from operations of $142.0 million (approximately 35.5 percent of our consolidated income from operations excluding corporate expense).
We manufacture metal and plastic closures for food and beverage products, such as juice drinks, ready-to-drink teas, sports drinks, dairy products, ketchup, salsa, pickles, tomato sauce, soup, cooking sauces, gravies, fruits, vegetables, preserves, baby food and infant formula products. With our acquisition in 2017 of SDS, we broadened our closures portfolio to manufacture dispensing systems for health care, garden, personal care, home, beauty and food products, such as health care nasal spray and topical applications, lawn and garden products, hard surface cleaning products, professional cleaning products, air and fabric care products, perfume and fragrance products, skin care formulations, lotions, cosmetics, soaps, hair care products and other bath and body products and condiments. We provide customers of our closures business withproduce custom formulations of sealing/lining materials, designed either to minimize removal torques and enhance openability of our closures or to maintain sealability of our closures, in each case to meet the unique needs of our customers while also meeting applicable regulatory requirements. We offer our customers an extensive range of decorating options for our closures for product differentiation. We also provide customers with sealing/capping equipment and detection systems to complement our closures product offering. As a result of our extensive range of closures, our geographic presence and our focus on providing high levels of quality, service and technological support, we believe that we are uniquely positioned to serve food, beverage, health care, garden, personal care, home and beauty product companies for their closure needs.
PLASTIC CONTAINERS—13.8 PERCENTOFOURCONSOLIDATEDNETSALESIN 2017
We produce plastic containers from a full range of resin materials and offer a comprehensive array of molding and decorating capabilities. We are one of the leading manufacturers of custom designed high density polyethylene, or HDPE, and polyethylene terephthalate, or PET, containers in North America for the markets that we serve. Through our acquisition of the plastic food container operations of Rexam PLC, now operating under the name Silgan Plastic Food Containers, or PFC, weWe are also a leading manufacturer in North America of plastic

thermoformed barrier and non-barrier bowls and trays for shelf-stable food products. We operate 22 plastic23 custom container manufacturing facilities in the United States and Canada. For 2017,2021, our plastic containercustom containers business had net sales of $565.1$708.6 million (approximately 13.812.5 percent of our consolidated net sales) and segment income from operations of $27.8$92.4 million (approximately 6.915.2 percent of our consolidated income from operationsbefore interest and income taxes excluding corporate expense). Since 1987, we have improved our market position for our plastic containercustom containers business, with net sales increasing sixfold.at a compounded annual growth rate of approximately 6.3 percent.
We manufacture custom designed and stock plastic containers for personal care and health care products, including containers for mouthwash, shampoos, conditioners, hand creams, lotions, liquid soap, respiratory and gastrointestinal products, cosmetics and toiletries; food and beverage products, including peanut butter, salad dressings, condiments, dairy products powdered drink mixes and liquor; household and industrial chemical products, including containers for scouring cleaners, cleaning agents and lawn, garden and agricultural products;products, scouring cleaners and cleaning agents; and pharmaceutical products, including containers for tablets and antacids. We also manufacture plastic closures, caps, sifters and fitments for food and household products, including salad dressings, peanut butter, spices, liquid margarine, powdered drink mixes and arts and crafts supplies. In addition, we manufacture plastic thermoformed barrier and non-barrier bowls and trays for food products, such as soups and other ready-to-eat meals and pet food, as well as thermoformed plastic tubs for food, household and personal care products, including soft fabric wipes. We also manufacture plastic closures, caps, sifters and fitments for food and household products, including soft fabric wipes.salad dressings, condiments, peanut butter, spices, liquid margarine, powdered drink mixes and arts and crafts supplies.
Our leading position in the plasticcustom container market is largely driven by our rapid response to our customers’ design, development and technology support needs and our value-added, diverse product line. This product line is the result of our ability to produce plasticcustom containers from a full range of resin materials using a broad array of manufacturing, molding and decorating capabilities. We also strive to remain current with and, to some extent, anticipate innovations in resin composition and applications and changes in the technology for the manufacturing of plasticcustom containers. We benefit from our large scale and nationwide presence, as significant consolidation is occurring in many of our customers’ markets. Through these capabilities, we are well-positioned to serve our customers, who demand customized solutions as they continue to seek innovative means to differentiate their products in the marketplace using packaging. In 2016, we completed the commercialization of two new plastic container manufacturing facilities in the United States, including a near-site facility to a major customer and another facility to meet the growing needs of our customers and allow us to further reduce costs of our plastic container business. We have also initiated construction in 2017 of a new thermoformed plastic container manufacturing facility in the United States in support of continued growth.

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MANUFACTURINGAND PRODUCTION
As is the practice in the industry, most of our customers provide us with quarterly or annualperiodic estimates of products and quantities pursuant to which periodic commitments are given. These estimates enable us to effectively manage production and control working capital requirements. We schedule our production to meet customers’ requirements. Because the production time for our products is short, the backlog of customer orders in relation to our sales is not material.
As of February 1, 2018,2022, we operated a total of 100113 manufacturing facilities in 21 different countries throughout the world that serve the needs of our customers.
METALDISPENSINGAND SPECIALTY CONTAINERLOSURES BUSINESS
We utilize two basic processes to produce dispensing systems and plastic closures. In the compression molded process, pellets of resin are heated, extruded and then compressed to form a shell. The shell can include a molded linerless seal or a custom formulated, compression molded sealing system. The shell can then be slit and printed depending on its end use. In the injection molded process, pellets of resin are heated and injected into a mold, forming either a shell or other dispensing systems component, such as a trigger, decorative shroud, actuator, valve or overcap. The shell can include a molded linerless seal or a custom formulated sealing system. The shell can then be slit and printed depending on its end use. In the case of a dispensing system, the dispensing system components are assembled into the dispensing system and can be printed depending on the end use of the dispensing system.
The manufacturing operations for metal closures include cutting, coating, lithographing, fabricating and lining. We manufacture twist-off, lug style and press-on, twist-off steel closures and aluminum roll-on closures for glass, metal and plastic containers, ranging in size from 18 to 110 millimeters in diameter. We employ state-of-the-art multi-die presses to manufacture metal closures, offering a low-cost, high quality means of production. We also provide customers of our dispensing and specialty closures business with custom formulations of sealing/lining materials, designed to minimize torque removal and enhance the openability of our closures while meeting applicable regulatory requirements.
METAL CONTAINERS BUSINESS
The manufacturing operations of our metal containercontainers business include cutting, coating, lithographing, fabricating, assembling and packaging finished cans. We use three basic processes to produce cans. The traditional three-piece method requires three pieces of flat metal to form a cylindrical body with a welded
side seam, a bottom and a top. High integrity of the side seam is assured by the use of sophisticated electronic weld monitors and organic coatings that are thermally cured by induction and convection processes. The other two methods of producing cans start by forming a shallow cup that is then formed into the desired height using either the draw and iron process or the draw and redraw process. Using the draw and redraw process, we manufacture steel and aluminum two-piece cans, the height of which generally does not exceed the diameter. For cans the height of which is greater than the diameter, we manufacture steel two-piece cans by using a drawing and ironing process. Quality and stackability of these cans are comparable to that of the shallow two-piece cans described above. We manufacture can bodies and ends from thin, high-strength aluminum alloys and steels by utilizing proprietary tool and die designs and selected can making equipment. We also manufacture our Quick Top® easy-open ends from both steel and aluminum alloys in a sophisticated precision progressive die process. We regularly review our Quick Top® easy-open end designs for improvements for optimum consumer preference through consumer studies and feedback.

CLOSURESUSTOM CONTAINERS BUSINESS
The manufacturing operations for metal closures include cutting, coating, lithographing, fabricating and lining. We manufacture twist-off, lug style and press-on, twist-off steel closures and aluminum roll-on closures for glass, metal and plastic containers, ranging in size from 18 to 110 millimeters in diameter. We employ state-of-the-art multi-die presses to manufacture metal closures, offering a low-cost, high quality means of production. We also provide customers of our closures business with custom formulations of sealing/lining materials, designed to minimize torque removal and enhance the openability of our closures while meeting applicable regulatory requirements.
We utilize two basic processes to produce plastic closures and dispensing systems. In the compression molded process, pellets of plastic resin are heated, extruded and then compressed to form a plastic closure shell. The plastic closure shell can include a molded linerless seal or a custom formulated, compression molded sealing system. The plastic closure shell can then be slit and printed depending on its end use. In the injection molded process, pellets of plastic resin are heated and injected into a mold, forming either a plastic closure shell or other dispensing systems component, such as a trigger, decorative shroud, actuator, valve or overcap. The plastic closure shell can include a molded linerless seal or a custom formulated sealing system. The plastic closure shell can then be slit and printed depending on its end use. In the case of a dispensing system, the dispensing system components are assembled into the dispensing system and can be printed depending on the end use of the dispensing system.
PLASTIC CONTAINER BUSINESS
We utilize two basic processes to produce plastic containers. In the extrusion blowmolding process, pellets of plastic resin are heated and extruded into a tube of plastic.tube. A two-piece metal mold is then closed around the plastic tube and high pressure air is blown into it causing a bottle to form in the mold’s shape. In the injection and injection stretch blowmolding processes, pellets of plastic resin are heated and injected into a mold, forming a plastic preform. The plastic preform is then blown into a bottle-shaped metal mold, creating a plastic bottle.
Our plastic thermoformed bowls, trays and tubs are manufactured by melting pellets of plastic resin into an extruded plastic sheet. The plastic sheet is then formed in a mold to make the plastic bowl, tray or tub.
We have state-of-the-art decorating equipment, including several of the largest sophisticated decorating facilities in the United States. Our decorating methods for plasticcustom containers are in-mold labeling, which applies a plastic film label to the bottle during the blowing process, and post-mold decoration. Post-mold decoration includes:
•silk screen decoration which enables the applications of images in multiple colors to the bottle;
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•pressure sensitive decoration which uses a plastic film or paper label with an adhesive;
•heat transfer decoration which uses a plastic coated label applied by heat; and
•shrink sleeve labeling.

RAW MATERIALS
Based upon our existing arrangements with suppliers and our current and anticipated requirements, we believe that we have made adequate provisions for acquiring our raw materials.materials for the foreseeable future. As a result of significant consolidation of suppliers, we are, however, dependent upon a limited number of suppliers for our steel, aluminum, coatings and compound raw materials. Increases in the prices of raw materials have generally been passed along to our customers in accordance with our multi-year customer supply arrangements and through general price increases.
DISPENSING AND SPECIALTY CLOSURES BUSINESS
We use resins in pellet form, such as homopolymer polypropylene, copolymer polypropylene and HDPE, thermoplastic elastomer lining materials, processing additives and colorants in the manufacture of dispensing systems and plastic closures. We use tinplated and chromium plated steel, aluminum, organic coatings, low-metallic inks and pulpboard, plastic and organic lining materials in the manufacture of metal closures. Although no assurances can be given, we believe we have made adequate provisions to purchase sufficient quantities of these raw materials to meet our customers' requirements for the foreseeable future, despite the significant consolidation of suppliers and absent unforeseen events such as hurricanes or other extreme weather conditions.
Our supply agreements with our dispensing systems and specialty closures customers generally provide for the pass through of changes in our metal and resin costs, subject in many cases with respect to resin to a lag in the timing of such pass through. For our dispensing systems and specialty closures customers without long-term agreements, we have also generally increased prices to pass through increases in our metal and resin costs.
METAL CONTAINERONTAINERS BUSINESS
We use tinplated and chromium plated steel, aluminum, copper wire, organic coatings, lining compound and inks in the manufacture and decoration of our metal container products. Although there has been significant consolidation of suppliers, we believe that we have made adequate provisions to purchase sufficient quantities of these raw materials for the foreseeable future.
Our metal container supply agreements with our customers provide for the pass through of changes in our metal costs. For our metal container customers without long-term agreements, we have also generally increased prices to pass through increases in our metal costs. Although no assurances can be given, we expect to be able to purchase sufficient quantities of metal to timely meet all of our customers’ requirements in 2018.

Our material requirements are supplied through agreements and purchase orders with suppliers with whom we have long-term relationships. If our suppliers fail to deliver under their arrangements, we would be forced to purchase raw materials on the open market, and no assurances can be given that we would be able to purchase such raw materials or, if we are so able, that we would be able to purchase such raw materials at comparable prices or terms.
CLOSURES BUSINESS
We use tinplated and chromium plated steel, aluminum, organic coatings, low-metallic inks and pulpboard, plastic and organic lining Although there has been significant consolidation of suppliers, we believe that we have made adequate provisions to purchase sufficient quantities of these raw materials into meet our customers' requirements for the manufacture of metal closures.
We use resins in pellet form, such as homopolymer polypropylene, copolymer polypropylene and HDPE, thermoplastic elastomer lining materials, processing additives and colorants in the manufacture of plastic closures and dispensing systems.foreseeable future.
Our closuresmetal container supply agreements with our customers provide for the pass through of changes in our metal and resin costs, subject in many cases with respect to resin to a lag in the timing of such pass through.costs. For our closuresmetal container customers without long-term agreements, our closures business haswe have also generally passedincreased prices to pass through changesincreases in our metal and resin costs. Although no assurances can be given, we believe we have made adequate provisions to purchase sufficient quantities of these raw materials for the foreseeable future, despite the significant consolidation of suppliers.
PLASTICCONTAINERUSTOM CONTAINERS BUSINESS
The raw materials we use in our plastic containercustom containers business are primarily resins in pellet form such as virgin HDPE, virgin PET, recycled HDPE, recycled PET, polypropylene and, to a lesser extent, polystyrene, low density polyethylene, polyethylene terephthalate glycol polyvinyl chloride, polycarbonate and medium density polyethylene. Our resin requirements are acquired through multi-year arrangements for specific quantities of resins with several major suppliers of resins. The price that we pay for resin raw materials is not fixed and is subject to market pricing, which has fluctuated significantly in the past few years. Our plasticcustom container supply agreements with our customers provide for the pass through of changes in our resin costs, subject in many cases to a short lag in the timing of such pass through. For our plasticcustom container customers without long-term agreements, our plastic container business haswe have also generally passedincreased prices to pass through changesincreases in our resin costs.
We believe that we have made adequate provisions to purchase sufficient quantities of resins to meet our customers' requirements for the foreseeable future, absent unforeseen events such as significant hurricanes.hurricanes or other extreme weather conditions.

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SALESAND MARKETING
Our philosophy has been to develop long-term customer relationships by acting in partnership with our customers, providing reliable quality and service. We market our products primarily by a direct sales force, including manufacturer's representatives, and for our plastic containercustom containers business, in part, through a network of distributors. Because of the high cost of transporting empty containers, our metal containercontainers business generally sells to customers within a 300 mile radius of its manufacturing plants.
Approximately 1112 percent, 1311 percent and 12 percent of our consolidated net sales were to Nestlé in 2017, 20162021, 2020 and 2015,2019, respectively. No other customer accounted for more than 10 percent of our total consolidated net sales during those years.
You should also read “Risk Factors—Risks Related to Business, Operations and Certain Financial Matters—We face competition from many companies and we may lose sales or experience lower margins on sales as a result of such competition” included elsewhere in this Annual Report.
DISPENSING AND SPECIALTY CLOSURES BUSINESS
We are a leading worldwide manufacturer of dispensing systems and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. We have 46 dispensing and specialty closure manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 100 countries throughout the world.
Our largest customers of our dispensing and specialty closures business include Campbell, The Coca-Cola Company, Colgate-Palmolive Company, Dairy Farmers of America, Estée Lauder Companies, The Kraft Heinz Company, or Kraft Heinz, L'Oreal S.A., LVMH Moët Hennessy Louis Vuitton, Mizkan Holdings Co., Ltd., Molson Coors Brewing Company, Natura & Co., Nestlé, O Boticário, PepsiCo Inc., The Procter & Gamble Company, S. C. Johnson & Son, Inc., The Scotts Company LLC, Spectrum Brands Holdings, Inc. and its affiliated entities, including United Industries Corporation, and Unilever, plc. We have multi-year supply arrangements with many of our customers in the United States. Outside of the United States, the dispensing and specialty closures business has had long-term relationships with most of its customers. While we have multi-year supply arrangements with some of our dispensing and specialty closures customers outside of the United States, as is common practice, many supply arrangements with customers outside of the United States are negotiated on a year-by-year basis.
In addition, we license our technology to four other manufacturers who supply products in Israel, South Korea, Maldives, South Africa, Sri Lanka and Thailand.
METAL CONTAINERONTAINERS BUSINESS
We are a leading manufacturer of metal containers in North America and Europe, and in North America we are the largest manufacturer of metal food containers with a unit volume market share in the United States in 20172021 of approximately sixty percent.more than half of the market. We have 4544 metal containercontainers manufacturing facilities located in the United States, Europe and Asia, serving over 50 countries throughout the world. Our largest customers for these products include B&G Foods, Inc., Bonduelle Group, Campbell, Chicken of the Sea,Conagra Brands, Inc., Del Monte, General Mills, Inc., Hill's Pet Nutrition, Inc., Hormel Foods Corporation, Kraft Heinz, Company, Mars, Incorporated, Nestlé, Pacific Coast, Pinnacle Foods Group LLC and Stanislaus Food Products Company.

Company, Thai Union Group and Tony Downs Foods Co.
We have entered into multi-year supply arrangements with most of our customers for our metal containercontainers business. We estimate that approximately 90 percent of our projected metal container sales in 20182022 will be pursuant to multi-year customer supply arrangements. Historically, we have been successful in continuing these multi-year customer supply arrangements. In Europe, our metal containercontainers business has had long-term relationships with many of its customers, although, as is common practice, many supply arrangements are negotiated on a year-by-year basis.
Since our inception in 1987, we have supplied Nestlé with substantially all of its U.S. metal food container requirements purchased from third party manufacturers.requirements. Our net sales of metal food containers to Nestlé in 2017North America and Europe in 2021 were $416.9$609.0 million. We have aalso supply agreementNestlé with Nestlé for a substantial portion of the metal foodclosures in North America and Europe and plastic containers we supply Nestlé, which agreement runs through December 2019.in North America. In September 2011, we acquired Purina Steel Can from Nestlé and consolidated such assets into our existing metal container facilities in the United States. In connection with this acquisition,2018, we entered into a long-term supply agreementagreements with Nestlé that runsrun through December 20212025 for the steelsupply of all of Nestlé’s North American metal food container volume previously manufactured by Purina Steel Can. In additionrequirements for pet food and other food products and to thesesupport growth initiatives of Nestlé. These long-term supply agreements other metal food containers that we sell toreplaced previous supply agreements with Nestlé are supplied pursuant to a shorter-term supply agreement.. Each of these long-term supply agreements provide for certain prices and specify that those prices will be increased or decreased based upon costprice change formulas.
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Our metal containercontainers business’ sales and income from operations are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in those 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 income from operations during that quarter. You should also read “Risk Factors—Risks Related to Business, Operations and Certain Financial Matters—The seasonality of the fruit and vegetable packing industry causes us to incur short-term debt” included elsewhere in this Annual Report.
CLOSURESUSTOM CONTAINERS BUSINESS
We are a leading worldwide manufacturer of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. We have 33 closure manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world.
Our largest customers of our closures business include Campbell, The Coca-Cola Company, Colgate-Palmolive Company, Dean Foods Company, Hipp GmbH & Co KG, Johnson & Johnson, MillerCoors LLC (an affiliated entity of Molson Coors Brewing Company), The Mizkan Group Corporation, Nestlé, PepsiCo Inc., The Procter & Gamble Company, Puig, S.L., S. C. Johnson & Son Inc., The Scotts Company LLC, Spectrum Brands, Inc. and its affiliated entities, including United Industries Corporation, TreeHouse Foods, Inc. and Unilever, N.V. We have multi-year supply arrangements with many of our customers in the United States. Outside of the United States, the closures business has had long-term relationships with most of its customers. While we have multi-year supply arrangements with some of our closures customers outside of the United States, as is common practice, many supply arrangements with customers outside of the United States are negotiated on a year-by-year basis.
In addition, we license our technology to four other manufacturers who supply products in India, Israel, South Korea, Malaysia, Maldives, South Africa, Sri Lanka, Taiwan and Thailand.
PLASTIC CONTAINER BUSINESS
We are one of the leading manufacturers of custom designed and stock plastic containers sold in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical markets. We are also a leading manufacturer in North America of plastic thermoformed barrier and non-barrier bowls and trays for shelf-stable food products and pet food products. We market our plasticcustom containers in most areas of North America through a direct sales force and a large network of distributors. We also market certain stock plastic containers through an on-line shopping catalog.
Our largest customers for our plastic containercustom containers business include Bayer AG, Berlin Packaging LLC, Campbell, Conagra Brands, Inc., General Mills, Inc., Henkel AG & Co. KGaA, Johnson & Johnson, Kraft Heinz, Company, Mars, Incorporated, McCormick & Company, Inc., Nice-Pak Products, Inc., Perrigo Company plc, The Procter & Gamble Company, The Scotts Company LLC, TreeHouse Foods Inc., TricorBraun, Inc. and Vi-Jon Laboratories, Inc.

We have arrangements to sell some of our plasticcustom containers to distributors, who in turn resell those products primarily to regional customers. PlasticCustom containers sold to distributors are generally manufactured by using generic and custom molds with decoration added to meet the end users’ requirements. The distributors’ warehouses and their sales personnel enable us to market and inventory a wide range of such products to a variety of customers.
We have multi-year supply arrangements with the majority of our customers for our plastic containercustom containers business. In addition, many of our supply arrangements with our customers are for custom plastic containers made from proprietary molds.
COMPETITION
The packaging industry is highly competitive. We compete in this industry with manufacturers of similar and other types of packaging, as well as fillers, food processors and packers who manufacture containers for their own use and for sale to others. We attempt to compete effectively through the quality of our products, competitive pricing and our ability to meet customer requirements for delivery, performance and technical assistance.
DISPENSING AND SPECIALTY CLOSURES BUSINESS
Our dispensing and specialty closures business competes primarily with AptarGroup, Inc., Bericap Holding GmbH, Berry Global Group, Inc., Closures Systems International, Inc., Crown Holdings, Inc., Eviosys (a portfolio company of KPS Capital Partners that owns the former EMEA metal packaging assets of Crown Holdings, Inc.), Guala Dispensing Mexico, S.A. de C.V., Massilly Holding SAS and Tecnocap S.p.A. With our ability to manufacture an extensive range of dispensing systems and specialty closures that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our specialty closures product offering, and our geographic presence, we believe we are uniquely positioned to serve food, beverage, health care, garden, home, personal care, fragrance and beauty product companies for all of their dispensing and specialty closure needs.
METAL CONTAINERONTAINERS BUSINESS
Of the commercial metal container manufacturers, Ardagh Group,Sonoco Products Company (which recently acquired Ball Corporation andMetalpack, LLC), Crown Holdings, Inc., Eviosys (a portfolio company of KPS Capital Partners that owns the former EMEA metal packaging assets of Crown Holdings, Inc.) and Trivium Packaging are our most significant competitors. Our competitors also include other regional suppliers. As an alternative to purchasing containers from commercial can manufacturers, customers have the ability to invest in equipment to self-manufacture their containers.
Because of the high cost of transporting empty containers, our metal containercontainers business generally sells to customers within a 300 mile radius of its manufacturing plants. Strategically located existing plants give us an
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advantage over competitors from other areas, but we could be potentially disadvantaged by the relocation of a major customer.
Although metal containers face competition from plastic, paper, glass and composite containers, we believe that metal containers are superior to plastic, composite and paper containers in applications, where the contents are prepared at high temperatures or packaged in larger consumer or institutional quantities or where long-term storage of the product is desirable while maintaining the product’s quality. We also believe that metal containers are more desirable generally than glass containers because metal containers are more durable and less costly to transport. In addition, metal containers are one of the most recycled packages in the world and are infinitely recyclable.
CLOSURESUSTOM CONTAINERS BUSINESS
Our closures business competes primarily with Albéa Beauty Holdings S.A., AptarGroup, Inc., Bericap Group, Berry Global Group, Inc., Closures Systems International, Inc. (part of Rank Group Limited), Crown Holdings, Inc., Global Closure Systems, Groupe Massilly, Guala Dispensing Mexico, S.A. de C.V. and Tecnocap S.p.A. With our ability to manufacture an extensive range of metal and plastic closures and dispensing systems that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our closures product offering, and our geographic presence, we believe we are uniquely positioned to serve food, beverage, health care, garden, personal care, home and beauty product companies for their closure needs.
PLASTIC CONTAINER BUSINESS
Our plastic containercustom containers business competes with a number of large national producers of plasticcustom containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products. These competitors include Alpha Packaging, Inc., Alpla-Werke Alwin Lehner GmbH & Co. KG, Amcor Limited, Berry Global Group, Inc., CCL Industries Inc., Cebal Americas, Consolidated Container CompanyAltium Packaging LLC, Graham Packaging Company (part of Rank Group Limited) and Plastipak Holdings, Inc. In addition to our rapid response to our customers’ design, development and technology support needs and our value-added, diverse product line, we strive to remain current with and, to some extent, anticipate innovations in resin composition and applications and changes in the technology for the manufacturing of plasticcustom containers and closures.
EMPLOYEESSILGAN TEAM
As of December 31, 2017,2021, we employed approximately 3,1003,800 salaried and 9,30011,800 hourly employees on a full-time basis. Approximately 33 percent of our hourly plant employees in the United States and Canada as of that date

were represented by a variety of unions, and most of our hourly employees in Europe, Asia, South America and Central America were represented by a variety of unions or other labor organizations. In addition, as of December 31, 2017,2021, Campbell provided us with approximately 115120 hourly employees on a full-time basis at one of the facilities that we lease from Campbell.
Our labor contracts expire at various times between 20182022 and 2020.2025. As of December 31, 2017,2021, contracts covering approximately 117 percent of our hourly employees in the United States and Canada will expire during 2018.2022. We expect no significant changes in our relations with these unions.
ENVIRONMENTALAND OTHERWe believe our success is a result of our unrelenting focus on our core strategies and mission statement principles, which have been consistent since our founding and are captured in our mission statement. We focus on meeting the unique needs of our customers, pursuing growth where we have a competitive advantage and responding where we do not. Critical to our success are the contributions and efforts of the entire Silgan team who meet this challenge to compete and win in the markets we serve. Accordingly, investing in our people is vital for us. At each of our locations, we provide competitive compensation and benefits and strive to provide a safe, rewarding, diverse and inclusive workplace for our employees. The safety of our entire team is a top priority for us, as evidenced by our industry leading, low lost time and recordable rates. All of our locations remained, and continue to remain, open and operating during the COVID-19 pandemic because we are an essential provider of packaging for food, health and personal care products. During this period, we stayed, and continue to stay, steadfast on providing a safe workplace for our employees. At the outset of the COVID-19 pandemic, we were an early adopter of enhanced safety and health protocols and procedures to protect our employees and allow us to continue to supply our essential products to meet our customers’ critical needs. Such measures include implementing and encouraging appropriate social distancing and cleaning measures, securing and providing employees with additional personal protective equipment, placing restrictions on travel and third party visitors to our locations, mandating quarantine protocols and limiting in-person meetings and other gatherings and encouraging the use of virtual meetings, and we have incurred and continue to incur significant additional costs in connection with such enhanced safety and health protocols and procedures. We continue to monitor and track the impact of the COVID-19 pandemic on our employees and are committed to proactively further enhancing our safety and health protocols and procedures for the protection of our employees and to remain aligned with applicable regulations and guidelines.

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GOVERNMENTAL REGULATIONS
We are subject to federal, foreign, state and local governmental laws and regulations, including environmental laws and regulations and health and safety related laws and regulations.
In general, theseenvironmental laws and regulations limit the discharge of pollutants into the environment and establish standards for the treatment, storage, and disposal of solid and hazardous waste. We believe that we are either in compliance in all material respects with all presently applicable environmental laws and regulations or are operating in accordance with appropriate variances, schedules under compliance orders or similar arrangements.
In addition to costs associated with regulatory compliance, we may be held liable for alleged environmental damage associated with the past disposal of hazardous substances. Those that generate hazardous substances that are disposed of at sites at which environmental problems are alleged to exist, as well as the owners of those sites and other classes of persons, are subject to claims for clean upclean-up and natural resource damages under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, regardless of fault or the legality of the original disposal. CERCLA and many similar state and foreign statutes may hold a responsible party liable for the entire cleanupclean-up cost at a particular site even though that party may not have caused the entire problem. Other state statutes may impose proportionate rather than joint and several liability. The federal Environmental Protection Agency or a state or foreign agency may also issue orders requiring responsible parties to undertake removal or remedial actions at sites.
We are also subject to the Occupational Safety and Health Act and other federal, foreign, state and local laws regulating noise exposure levels and other safety and health concerns in the production areas of our plants.
While management does not believe that any of the regulatory matters described above, individually or in the aggregate, will have a material effect on our capital expenditures, earnings, financial position or competitive position, we cannot assure you that a material environmental or other regulatory claim will not arise in the future.
RESEARCHAND PRODUCT DEVELOPMENT
Our research, product development and product engineering efforts relating to our dispensing and specialty closures business are conducted at our research facilities in Downers Grove, Illinois, Grandview, Missouri, Spokane, Washington, Mequon, Wisconsin, Hannover, Germany and Waalwijk, Netherlands. Our research, product development and product engineering efforts relating to our metal containercontainers business are conducted at our research facilities in Oconomowoc, Wisconsin. Our research, product development and product engineering efforts relating to our closures business are conducted at our research facilities in Downers Grove, Illinois, Grandview, Missouri, Hannover, Germany and Waalwijk, Netherlands. Our research, product development and product engineering efforts with respect to our plastic containercustom containers business are performed by our manufacturing and engineering personnel located at our Norcross, Georgia research facility and at our plastic containercustom containers manufacturing facilities. In addition to research, product development and product engineering, these sites also provide technical support to our customers. The amounts we have spent on research and development during the last three fiscal years are not material.
We rely on a combination of patents, trade secrets, unpatented know-how, technological innovation, trademarks and other intellectual property rights, nondisclosure agreements and other protective measures to protect our intellectual property. We do not believe that any individual item of our intellectual property portfolio is material to our business. We employ various methods, including confidentiality agreements and nondisclosure agreements, with third parties, employees and consultants to protect our trade secrets and know-how. However, others could obtain knowledge of our trade secrets and know-how through independent development or other means.
FINANCIALAVAILABLE INFORMATIONABOUT SEGMENTSAND GEOGRAPHIC AREAS
Financial and other information by segment and relating to geographic areas for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 is set forth in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2017 included elsewhere in this Annual Report.

For the year ended December 31, 2017, our foreign operations for all our businesses generated $979.3 million of net sales, which represents approximately 24 percent of our consolidated net sales worldwide. For a discussion of risks attendant to our foreign operations, see “Risk Factors—Global economic conditions, disruptions in the credit markets and the instability of the Euro could adversely affect our business, financial condition or results of operations,” “Risk Factors—Our international operations are subject to various risks that may adversely affect our financial results” and “Risk Factors—We are subject to the effects of fluctuations in foreign currency exchange rates” included elsewhere in this Annual Report, as well as “Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Exchange Rate Risk” included elsewhere in this Annual Report.
AVAILABLE INFORMATION
We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including the Company) file electronically with the SEC. The Internet address of the SEC’s website is http://www.sec.gov.
We maintain a website, the Internet address of which is http://www.silganholdings.com. Information contained on our website is not part of this Annual Report. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (and any amendments to those reports) and Forms 3, 4 and 5 filed on behalf of our directors and executive officers as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.

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ITEM 1A. RISK FACTORS.
The following are certain risk factors that could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also materially and adversely affect our business, financial condition or results of operations.
OURINDEBTEDNESSCOULDADVERSELYAFFECTOURCASHFLOW.RISKS RELATED TO BUSINESS, OPERATIONS AND CERTAIN FINANCIAL MATTERS
At December 31, 2017, we had $2,564.3 million of total consolidated indebtedness. We incurred much of this indebtedness as a result of financing acquisitions and refinancing our previously outstanding debt. In addition, at December 31, 2017, after taking into account outstanding letters of credit of $18.2 million, we had up to $1.17 billion and Cdn $15.0 million of revolving loans that we may borrow under our Credit Agreement. We also have available to us under our Credit Agreement an uncommitted multicurrency incremental loan facility in an amount of up to an additional $1.25 billion (which amount may be increased as provided under our Credit Agreement), and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness.
WEFACECOMPETITIONFROMMANYCOMPANIESANDWEMAYLOSESALESOREXPERIENCELOWERMARGINSONSALESASA significant portion of our cash flow must be used to service our indebtedness and is therefore not available to be used in our business. In 2017, we repaid $24.9 million in principal, excluding indebtedness refinanced, and paid $97.6 million in interest on our indebtedness. Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. In addition, a significant portion of our indebtedness bears interest at floating rates, and therefore a substantial increase in interest rates could adversely impact our results of operations. Based on the average outstanding amount of our variable rate indebtedness in 2017, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 2017 interest expense by an aggregate amount of approximately $11.6 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2017.
Our indebtedness could have important consequences. For example, it could:
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions and capital expenditures, and for other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrict us from making strategic acquisitions or exploiting business opportunities; and
limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.
DESPITEOURCURRENTLEVELSRESULTOFINDEBTEDNESS, WEMAYINCURADDITIONALDEBTINTHEFUTURE, WHICHCOULDINCREASETHERISKSASSOCIATEDWITHOURLEVERAGESUCHCOMPETITION.
We are continually evaluating and pursuing acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisitions and to fund any resulting increased operating needs. In 2017, for example, we funded the purchase price for our acquisition of SDS through term loan and revolving loan borrowings under our Credit Agreement in the aggregate amount of $1,023.8 million. If new debt is added to our current debt levels, the related risks we now face could increase. We will have to effect any new financing in compliance with the agreements governing our then existing indebtedness. The indentures governing the 5% Notes, the 5½% Notes and the 4¾% Notes and the 3¼% Notes do not prohibit us from incurring additional indebtedness.

THETERMSOFOURDEBTINSTRUMENTSRESTRICTTHEMANNERINWHICHWECONDUCTOURBUSINESSANDMAYLIMITOURABILITYTOIMPLEMENTELEMENTSOFOURGROWTHSTRATEGY.
Our Credit Agreement contains numerous covenants, including financial and operating covenants, some of which are quite restrictive. These covenants affect, and in many respects limit, among other things, our ability to:
incur additional indebtedness;
create liens;
consolidate, merge or sell assets;
make certain advances, investments and loans;
enter into certain transactions with affiliates; and
engage in any business other than the packaging business and certain related businesses.
The indentures governing the 5% Notes, the 5½% Notes and the 4¾% Notes and the 3¼% Notes contain certain covenants that also restrict our ability to create liens, issue guarantees, engage in sale and leaseback transactions and consolidate, merge or sell assets. These covenants could restrict us in the pursuit of our growth strategy.
GLOBALECONOMICCONDITIONS, DISRUPTIONSINTHECREDITMARKETSANDTHEINSTABILITYOFTHE EUROCOULDADVERSELYAFFECTOURBUSINESS, FINANCIALCONDITIONORRESULTSOFOPERATIONS.
In the past, the global financial markets have experienced substantial disruption, including, among other things, volatility in securities prices, diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Additionally, the global economy experienced a recession, and economic uncertainty has generally continued in European markets and in China. If such economic conditions, disruption of global financial markets and tightening of credit in the financial markets were to occur again, then, among other risks we face, our business, financial condition, results of operations and ability to obtain additional financing in the future, including on terms satisfactory to us, could be adversely affected.
Economic conditions and disruptions in the credit markets could also harm the liquidity or financial position of our customers or suppliers, which could in turn cause such parties to fail to meet their contractual or other obligations to us or reduce our customers’ purchases from us, any of which could negatively affect our business, financial condition or results of operations. Additionally, under such circumstances, the creditworthiness of the counterparties to our interest rate and commodity pricing transactions could deteriorate, thereby increasing the risk that such counterparties fail to meet their contractual obligations to us.
There has been concern regarding the overall stability of the Euro and the future of the Euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. Potential developments and market perceptions related to the Euro could adversely affect the value of our Euro-denominated assets, reduce the amount of our translated amounts of U.S. dollar revenue and income from operations, negatively impact our indebtedness in any such Eurozone country (including our ability to refinance such indebtedness) and otherwise negatively affect our business, financial condition or results of operations. For example, in June 2016, the United Kingdom voted to leave the European Union (commonly referred to as Brexit). Brexit could potentially disrupt and create uncertainty surrounding our business related to the United Kingdom, including our relationships with existing and future customers, suppliers and employees. We cannot predict the long-term economic, financial, trade and legal implications that the withdrawal of the United Kingdom from the European Union would have and how such withdrawal would affect our business globally and in the region. In addition, Brexit may lead other European Union member countries to consider referendums regarding their European Union membership.
WEFACECOMPETITIONFROMMANYCOMPANIESANDWEMAYLOSESALESOREXPERIENCELOWERMARGINSONSALESASARESULTOFSUCHCOMPETITION.
The manufacture and sale of metaldispensing and plasticspecialty closures, metal containers and closurescustom containers is highly competitive. We compete with other manufacturers of metal and plastic containers and closuresthese products and manufacturers of alternative packaging products, as well as packaged goods companies who manufacture containersclosures and closurescontainers for their own use and for sale to others. We compete primarily on the basis of price, quality and service. To the extent that any of our competitors is able to offer better prices, quality and/or services, we could lose customers and our sales and margins may decline.

In 2017,2021, approximately 90 percent of our metal container sales and a majority of our dispensing and specialty closures and plasticcustom container sales were pursuant to multi-year supply arrangements. Although no assurances can be given, we have been successful historically in continuing these multi-year customer supply arrangements. Additionally, in general, many of these arrangements provide that during the term the customer may receive competitive proposals for all or up to a portion of the products we furnish to the customer. We have the right to retain the business subject to the terms and conditions of the competitive proposal. If we match a competitive proposal, it may result in reduced sales prices for the products that are the subject of the proposal. If we choose not to match a competitive proposal, we may lose the sales that were the subject of the proposal.
In addition, theThe loss of any major customer, a significant reduction in the purchasing levels of any major customer or a significant adverse change in the terms of our supply agreement with any major customer could adversely affect our results of operations.
DEMANDFOROURPRODUCTSCOULDBEAFFECTEDBYCHANGESINLAWSANDREGULATIONSAPPLICABLETOFOODANDBEVERAGESANDCHANGESINCONSUMERPREFERENCES.
We manufacture and sell metal and plasticsustainable rigid packaging solutions for consumer goods products. Many of our products are used to package food and beverages, and therefore they come into direct contact with these products. Accordingly, such products must comply with various laws and regulations for food and beverages applicable to our customers. Changes in such laws and regulations could negatively impact our customers’ demand for our products as they comply with such changes and/or require us to make changes to our products. Such changes to our products could include modifications relating to the inclusion of bisphenol A in the coatings and compounds that we use, possibly resulting in the incurrence by us of additional costs. Additionally, because our products are used to package consumer goods, we are subject to a variety of risks that could influence consumer behavior and negatively impact demand for our products, including changes in consumer preferences driven by various health-related and environmental concerns and perceptions. For example, due largely to changes in consumer preferences, we recently changed the coatings and compounds in most of our metal closure and metal container products to not intentionally include bisphenol A in such coatings and compounds, resulting in additional costs.
OURFINANCIALRESULTSCOULDBEADVERSELYAFFECTEDIFWEARENOTABLETOOBTAINSUFFICIENTQUANTITIESOFRAWMATERIALSORMAINTAINOURABILITYTOPASSRAWMATERIALPRICEINCREASESTHROUGHTOOURCUSTOMERS.
We purchase steel, aluminum, plastic resins and other raw materials from various suppliers. Sufficient quantities of these raw materials may not be available in the future, whether due to reductions in capacity because of, among other things, significant consolidation of suppliers, increased demand in excess of available supply, unforeseen events such as significant hurricanes and other extreme weather conditions, government imposed quotas, pandemics or other reasons. In addition, such materials are subject to price fluctuations due to a number of factors, including increases in demand for the same raw materials, the availability of other substitute materials, tariffs and general economic conditions that are beyond our control.
Over the last few years, there has been significant consolidation of suppliers of steel.steel worldwide. In addition, tariffs, quotas and court cases in the United States have negatively impacted the ability and desire of certain foreign steel suppliers to competitively supply steel inoutside of their countries. In 2018, the United States. Additionally,States began imposing new proposed tariffs and potential limits on steel supply into the United States from certain foreign countries, which has increased the cost of steel imported into the United States
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as well as ultimately steel manufactured in the United States. Additionally, exemptions from tariffs granted by the United States have been inconsistent and unpredictable. In Europe, quotas on foreign steel supply has negatively impacted the ability of foreign steel suppliers to supply steel into Europe. Additional tariffs and/or quotas or other limitations on steel supply could further negatively impact the ability and desire of certain foreign steel suppliers to competitively supply steel in the United States.outside of their countries. Our metal container and metal closures supply agreements with our customers provide for the pass through of changes in our metal costs. For our customers without long-term agreements, we also generally increase prices to pass through increases in our metal costs. However, the impact of tariffs and quotas could create volatility in the applicable markets and therefore creates challenges for us and our customers in passing through costs related to such tariffs and quotas.
Our resin requirements are primarily acquired through multi-year arrangements for specific quantities of resins with several major suppliers of resins. The prices that we pay for resins are not fixed and are subject to market pricing, which has fluctuated significantly in the past few years. Our plastic container, plasticdispensing and specialty closures and dispensing systemscustom containers supply agreements with our customers generally provide for the pass through of changes in resin prices,costs, subject in many cases to a lag in the timing of such pass through. For customers without long-term agreements, we also generally increase prices to pass through changesincreases in our resin prices.costs.
Although no assurances can be given, we expect to be able to purchase sufficient quantities of raw materials to timely meet all of our customers’ requirements in 2018.2022. Additionally, although no assurances can be given, we generally have been able to pass raw material pricecost increases through to our customers. The loss of our ability to pass those pricecost increases through to our customers or the inability of our suppliers to meet our raw material requirements, however, could have a materially adverse impact on our business, financial condition or results of operations.

GLOBALECONOMICCONDITIONS, DISRUPTIONSINCREDITMARKETSANDIN MARKETS GENERALLY AND THEINSTABILITYOFTHE EUROCOULDADVERSELYAFFECTOURBUSINESS, FINANCIALCONDITIONORRESULTSOFOPERATIONS.
In the past, the global financial markets have experienced substantial disruption, including, among other things, volatility in securities prices, diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Additionally, the global economy has experienced recessions, including most recently due to the impact of the COVID-19 pandemic, and economic uncertainty is generally continuing worldwide. Most recently, global markets have experienced significant inflation which could create greater economic uncertainty. Our business, financial condition, results of operations and ability to obtain additional financing in the future, including on terms satisfactory to us, could be adversely affected due to, among other risks we face, any such economic conditions, disruptions of the global financial markets or of markets generally or tightening of credit in the financial markets.
Economic conditions and disruptions in the credit markets and in markets generally, including as a result of the current COVID-19 pandemic, could also harm the liquidity or financial position of our customers or suppliers, which could in turn cause such parties to fail to meet their contractual or other obligations to us or reduce our customers’ purchases from us, any of which could negatively affect our business, financial condition or results of operations. Additionally, under such circumstances, the creditworthiness of the counterparties to our interest rate and commodity pricing transactions could deteriorate, thereby increasing the risk that such counterparties fail to meet their contractual obligations to us.
Global markets are also susceptible to other disruptions and resulting negative impacts from other occurrences and events, such as pandemics and contagious diseases like the current COVID-19 pandemic, which could negatively affect global markets and the global economy. Such occurrences and events could cause or require us, our suppliers or our customers to temporarily suspend operations in affected regions, otherwise disrupt or affect our, our suppliers’ or our customers’ operations or businesses, disrupt supply chains and logistics, commerce and travel, or cause an economic downturn or otherwise negatively impact consumer behavior and demand. Although our businesses experienced significant demand increases for many of our products during the COVID-19 pandemic, any such occurrences, events or disruptions could have a material adverse impact on our business, financial condition or results of operations.
In 2021, a number of industries generally experienced supply chain challenges, which in many cases resulted in longer lead times and additional costs. These supply chain challenges were due to a variety of events, including the COVID-19 pandemic. Our businesses were impacted by these supply chain challenges in 2021 and, as a result, incurred additional costs that impacted our results of operations and experienced longer lead times for certain equipment purchases. Additionally, many of our customers and suppliers were impacted by these supply
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chain challenges, which negatively impacted our businesses. Continued supply chain challenges or additional supply chain challenges would impact our businesses and could have a material adverse impact on our financial condition or results of operations.
There has been concern regarding the overall stability of the Euro and the future of the Euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. Potential developments and market perceptions related to the Euro could adversely affect the value of our Euro-denominated assets, reduce the amount of our translated amounts of U.S. dollar revenue and income, negatively impact our indebtedness in any such Eurozone country (including our ability to refinance such indebtedness) and otherwise negatively affect our business, financial condition or results of operations. For example, in January 2020 the United Kingdom left the European Union (commonly referred to as Brexit). The effects of Brexit have been, and continue to be, marked by political unpredictability and lack of clarity around the future economic relationship between the United Kingdom and the European Union. Although our revenue and income related to the United Kingdom is less than one percent of our overall revenue and income, the effects of Brexit could potentially create uncertainty and increase the costs surrounding, and be disruptive to, our business related to the United Kingdom, including our relationships with existing and future customers, suppliers and employees. We cannot predict the short-term or long-term economic, financial, trade and legal implications of Brexit. In addition, if Brexit is perceived by other European Union member countries to be beneficial to the United Kingdom, Brexit may lead other European Union member countries to consider referendums regarding their European Union membership and result in additional uncertainty around our operations in those countries.
A SUBSTANTIALLYLOWERTHANNORMALCROPYIELDMAYREDUCEDEMANDFOROURMETALCONTAINERSANDCLOSURESFORFOODPRODUCTS.
Our metal container business’ sales and income from operations arecontainers business is dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser extent, in a variety of national growing regions in Europe. Our dispensing and specialty closures business is also dependent, in part, upon the vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions, and our results of operations could be impacted accordingly. Additionally, climate change and the increasing frequency of extreme weather conditions could adversely affect these harvests, and our results of operations could be negatively impacted as a result. Our sales, income from operations and net income could be materially adversely affected in a year in which crop yields are substantially lower than normal. For example, the results of our metal containers business in 2019 were negatively impacted by poor harvests in Europe.
THESEASONALITYOFTHEFRUITANDVEGETABLEPACKINGINDUSTRYCAUSESUSTOINCURSHORT-TERMDEBT.
We sell metal containers and closures used to package fruits and vegetables, which is a seasonal process. As a result, we have historically generated a disproportionate amount of our annual income from operations in our third quarter. Additionally, as is common in the packaging industry, we must access working capital to build inventory ahead of the fruit and vegetable packing process. We also provide extended payment terms to some of our customers due to the seasonality of the fruit and vegetable packing process and, accordingly, carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, we may incur short-term indebtedness to finance our working capital requirements.
THECOSTOFPRODUCINGAND SUPPLYING OURPRODUCTSMAYBEADVERSELYAFFECTEDBYINCREASESTOTHEPRICEOFENERGYVARIOUS FACTORS.
The cost of producing and supplying our products is sensitive toaffected by many factors, some of which can be volatile and some of which may be challenging. Most recently, the cost of producing and supplying our products has been impacted by significant inflation in raw materials, energy costs, such as natural gas and electricity. electricity, freight and other items necessary to produce and supply our products. While we have generally been able to increase our prices to pass through raw material and certain other cost increases, no assurances can be given that we will be able to increase our prices to pass through all cost inflation that we experience, which could have a material adverse impact on our business, financial condition or results of operations.
Many countries, including the United States, have imposed tariffs on imported products from certain other countries, including products and components supplied cross border within a company. Although we engage in limited cross border supply within our businesses, tariffs or quotas imposed on any cross border supplies within our businesses would increase the cost of our products and could adversely impact our results of operations. Additionally, local suppliers tend to increase prices for their products due to the protection offered by tariffs. Any such increases would increase the cost of our products and could adversely impact our results of operations.
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WE MAY BE UNABLE TO ACHIEVE, OR MAY BE DELAYED IN ACHIEVING, ADEQUATE RETURNS FROM OUR EFFORTS TO OPTIMIZE OUR OPERATIONS, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
We continually strive to improve our operating performance and further enhance our franchise positions in our businesses through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the optimization of our manufacturing facilities footprints. For example, in 2019 we initiated a multi-year footprint optimization plan in our metal containers business in the U.S. to reduce capacity and continue to drive cost reductions, which led to the shutdown of two metal container manufacturing facilities in the fourth quarter of 2019. We delayed further implementation of this footprint optimization plan in 2020 and 2021 due to a strong increase in demand for our products and may make changes to this footprint optimization plan based on further demand changes for our products. Our operations include complex manufacturing systems as well as intricate scheduling and numerous geographic and logistical complexities associated with our facilities and our customers’ facilities. Accordingly, our efforts to achieve productivity improvements, manufacturing efficiencies and manufacturing cost reductions and to optimize our manufacturing facilities footprints are subject to a number of risks and uncertainties that could impact our ability to achieve adequate returns from our efforts as planned. These risks and uncertainties include, among others, completing any such efforts on time and as planned and retaining customers impacted thereby.
IFWEWEREREQUIREDTOWRITE-DOWNALLORPARTOFOURGOODWILLORTRADENAMES, OURNETINCOMEANDNETWORTHCOULDBEMATERIALLYADVERSELYAFFECTED.
As a result of our acquisitions, we have $2.0 billion of goodwill and $32.1 million of indefinite-lived trade names recorded on our consolidated balance sheet at December 31, 2021. We are required to periodically determine if our goodwill and trade names have become impaired, in which case we would write-down the impaired portion. If we were required to write-down all or part of our goodwill or trade names, our net income and net worth could be materially adversely affected.

INCREASED INFORMATION TECHNOLOGY SECURITY THREATS AND MORE SOPHISTICATED AND TARGETED COMPUTER CRIME COULD POSE A RISK TO OUR SYSTEMS, NETWORKS, PRODUCTS, SOLUTIONS AND SERVICES.
In order to conduct our business, we rely on information technology systems, networks and services, some of which are managed, hosted and provided by third-party service providers. Although we have not experienced any material breaches or material losses related to cyberattacks to date, increased global security threats, employees working remotely more often and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data. Depending on their nature and scope, such threats could potentially lead to adverse consequences, including, but not limited to, the compromise of confidential information, including confidential information relating to our employees, improper use of our systems and networks, manipulation and destruction of data, defective products, our inability to access our systems, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations. A cyberattack or other disruption may also result in a financial loss, including potential fines for failure to safeguard data.
We have taken steps and incurred costs and continue to take steps and incur costs to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems. While we attempt to mitigate these risks by employing a number of measures, including development and implementation of cybersecurity policies and procedures, employee training, comprehensive monitoring of our networks and systems and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target or until a breach has already occurred. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures. It is therefore possible that in the future we may suffer a criminal attack where unauthorized parties gain access to personal information in our possession or otherwise disrupt our business, and we may not be able to identify any such incident in a timely manner.
In addition, the interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the United States (including but not limited to the California Consumer Privacy Act and the California Privacy Rights Act), Europe (including but not limited to the European Union's General Data Protection Regulation) and elsewhere, are uncertain and evolving.
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As a result of potential cyberattack threats and existing and new data protection requirements, we have incurred and expect to continue to incur ongoing operating costs as part of our efforts to protect and safeguard our sensitive data and personal information. These efforts also may divert management and employee attention from timeother business and growth initiatives. A breach in information privacy could result in legal or reputational risks and could have a materially adverse impact on our business, financial condition and results of operations.

RISKS RELATED TO OUR INDEBTEDNESS
OURINDEBTEDNESSCOULDADVERSELYAFFECTOURCASHFLOW.
At December 31, 2021, we had $3,815.4 million of total consolidated indebtedness. We incurred much of this indebtedness as a result of financing acquisitions and refinancing our previously outstanding debt. In addition, at December 31, 2021, after taking into account outstanding letters of credit of $19.8 million, we had up to time, entered into contracts$1.48 billion of revolving loans available to hedgebe borrowed under our Credit Agreement. We also have available to us under our Credit Agreement an uncommitted multi-currency incremental loan facility in an amount of up to an additional $1.25 billion (which amount may be increased as provided in our Credit Agreement), which may take the form of one or more incremental term loan facilities, increased commitments under our revolving loan facility and/or incremental indebtedness in the form of senior secured loans and/or notes, and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness. On February 10, 2021, we issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. On November 9, 2021, we amended our Credit Agreement and borrowed $1.0 billion in new term loans to refinance outstanding term loans and revolving loans under our Credit Agreement that were used to fund the purchase price for our acquisitions in 2021 and 2020.
A significant portion of our natural gas costs. Energy prices,cash flow must be used to service our indebtedness and is therefore not available to be used in particular oil and natural gas prices, have been volatileour business. In 2021, we paid $101.7 million in recent years, with a corresponding effectinterest on our production costs.indebtedness. Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. In addition, a significant portion of our indebtedness bears interest at floating rates, and therefore a substantial increase in interest rates could adversely impact our results of operations. Based on the average outstanding amount of our variable rate indebtedness in 2021, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 2021 interest expense by an aggregate amount of approximately $7.0 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2021.
Our indebtedness could have important consequences. For example, it could:
•increase our vulnerability to general adverse economic and industry conditions;
•require us to dedicate a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions and capital expenditures, and for other general corporate purposes;
•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•restrict us from making strategic acquisitions or exploiting business opportunities; and
•limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.
DESPITEOURCURRENTLEVELSOFINDEBTEDNESS, WEMAYINCURADDITIONALDEBTINTHEFUTURE, WHICHCOULDINCREASETHERISKSASSOCIATEDWITHOURLEVERAGE.
We are continually evaluating and pursuing acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisitions and to fund any resulting increased operating needs. For example, in September and October 2021, we funded the purchase price for each of Silgan Specialty Packaging, Unicep and Easytech with aggregate revolving loan borrowings under our Credit Agreement of $747.9 million. If new debt is added to our current debt levels, the related risks we now face could increase. We will have to effect any new financing in compliance with the agreements governing our then existing indebtedness. The indentures governing the 4¾% Senior Notes due 2025,
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or the 4¾% Notes, and the 3¼% Senior Notes due 2025, or the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes do not prohibit us from incurring additional indebtedness.
THETERMSOFOURDEBTINSTRUMENTSRESTRICTTHEMANNERINWHICHWECONDUCTOURBUSINESSANDMAYLIMITOURABILITYTOIMPLEMENTELEMENTSOFOURGROWTHSTRATEGY.
Our Credit Agreement contains numerous covenants, including financial and operating covenants, some of which are quite restrictive. These covenants affect, and in many respects limit, among other things, our ability to:
•incur additional indebtedness;
•create liens;
•consolidate, merge or sell assets;
•make certain advances, investments and loans;
•enter into certain transactions with affiliates; and
•engage in any business other than the packaging business and certain related businesses.
The indentures governing the 4¾% Notes and the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes contain certain covenants that also generally restrict our ability to create liens, issue guarantees, engage in sale and leaseback transactions and consolidate, merge or sell assets. These covenants could restrict us in the pursuit of our growth strategy.
UPONTHEOCCURRENCEOFCERTAINCHANGEOFCONTROLEVENTS, WEMAYNOTBEABLETOSATISFYALLOFOUROBLIGATIONSUNDEROUR CREDIT AGREEMENTANDINDENTURES.
Under our Credit Agreement, the occurrence of a change of control (as defined in our Credit Agreement) constitutes an event of default, permitting, among other things, the acceleration of amounts owed thereunder. Additionally, upon the occurrence of a change of control repurchase event as defined in the indentures governing the 4¾% Notes and the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes, we must make an offer to repurchase the 4¾% Notes, the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase. We may not have sufficient funds or be able to obtain sufficient financing to meet such obligations under our Credit Agreement and such indentures.In addition, even if we were able to finance such obligations, such financing may be on terms that are unfavorable to us or less favorable to us than the terms of our existing indebtedness.
RISKS RELATED TO ACQUISITIONS
WEMAYNOTBEABLETOPURSUEOURGROWTHSTRATEGYBYACQUISITION.
Historically, we have grown predominantly through acquisitions. Our future growth will depend in large part on additional acquisitions of consumer goods packaging businesses. We may not be able to locate or acquire other suitable acquisition candidates consistent with our strategy, and we may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds if the financial markets are impaired.
FUTUREACQUISITIONSMAYCREATERISKSANDUNCERTAINTIESTHATCOULDADVERSELYAFFECTOUROPERATINGRESULTSANDDIVERTOURMANAGEMENT’SATTENTION.
In pursuing our strategy of growth through acquisitions, we will face risks commonly encountered with an acquisition strategy. These risks include:
•failing to identify material problems and liabilities in our due diligence review of acquisition targets;
•failing to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses;
•failing to assimilate the operations and personnel of the acquired businesses;
•difficulties in identifying or retaining employees for the acquired businesses;
•disrupting our ongoing business;
•diluting our limited management resources;
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•operating in new geographic regions; and
•impairing relationships with employees and customers of the acquired business as a result of changes in ownership and management.
Through our experience integrating our acquisitions, we have learned that, depending upon the size of the acquisition, it can take us up to two to three years to completely integrate an acquired business into our operations and systems and realize the full benefit of the integration. During the early part of this integration period, the operating results of an acquired business may decrease from results attained prior to the acquisition due to costs, delays or other challenges that arise when integrating the acquired business. In addition, we may not be able to

achieve potential synergies or maintain the levels of revenue, earnings or operating efficiency that each business had achieved or might achieve separately. Moreover, indebtedness incurred to fund acquisitions could adversely affect our liquidity and financial stability.
WE MAY BE UNABLE
RISKS RELATED TO ACHIEVE, OR MAY BE DELAYED IN ACHIEVING, ADEQUATE RETURNS FROM OUR EFFORTS TO OPTIMIZE OUR OPERATIONS, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONSEMPLOYEES AND FINANCIAL CONDITION.PENSION OBLIGATIONS


We continually strive to improve our operating performance and further enhance our franchise positions in our businesses through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the rationalization of our manufacturing facilities footprints. Our operations include complex manufacturing systems as well as intricate scheduling and numerous geographic and logistical complexities associated with our facilities and our customers’ facilities. Accordingly, our efforts to achieve productivity improvements, manufacturing efficiencies and manufacturing cost reductions and to rationalize our manufacturing facilities footprints are subject to a number of risks and uncertainties that could impact our ability to achieve adequate returns from our efforts as planned. These risks and uncertainties include, among others, completing any such efforts on time and as planned and retaining customers impacted thereby.
IFWEAREUNABLETORETAINKEYMANAGEMENT, WEMAYBEADVERSELYAFFECTED.
We believe that our future success depends, in large part, on our experienced management team. Losing the services of key members of our current management team could make it difficult for us to manage our business and meet our objectives.
PROLONGEDWORKSTOPPAGESATOURFACILITIESWITHUNIONIZEDLABOR OR OTHER WORK OR LABOR INTERRUPTIONS, INCLUDING DUE TO PANDEMICS, COULDJEOPARDIZEOURFINANCIALCONDITION.
As of December 31, 2017,2021, we employed approximately 9,30011,800 hourly employees on a full-time basis. Approximately 33 percent of our hourly plant employees in the United States and Canada as of that date were represented by a variety of unions, and most of our hourly employees in Europe, Asia, South America and Central America were represented by a variety of unions or other labor organizations. Our labor contracts expire at various times between 20182022 and 2020.2025. We cannot assure you that, upon expiration of existing collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms no less favorable to us than current agreements. Disputes with the unions representing our employees could result in strikes or other labor protests that could disrupt our operations and divert the attention of management from operating our business. If we were to experience aA strike or work stoppage it could bemake it difficult for us to find a sufficient number of people with the necessary skills to replace those employees. Prolonged work stoppages at our facilities could have a material adverse effect on our business, financial condition or results of operations.
WEARESUBJECTTOCOSTSANDLIABILITIESRELATEDTOENVIRONMENTALANDHEALTHANDSAFETYLAWSANDREGULATIONS AND RISKS RELATED TO LEGAL PROCEEDINGS.
We continually revieware an essential provider of packaging for food, health and personal care products. As a result, our compliance with environmentalU.S. employees are deemed “Essential Critical Infrastructure Workers” under the guidance of the U.S. Department of Homeland Security, and we have received similar designations from other governmental authorities in the various other countries where we operate. Accordingly, all of our operations and other laws, such aslocations have remained open and continue to operate during the Occupational Safety and Health Act and other laws regulating noise exposure levels and otherCOVID-19 pandemic to meet our customers’ critical needs. During this time, we have experienced a higher than normal amount of employees unable to be at work due to being quarantined for a period of time for safety and health concerns in the production areas of our plants in the United States and environmental protection, health and safety laws and regulations abroad. We may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental and other laws or changes thereto in the future orreasons as a result of the application of additional lawspotential exposure to COVID-19 or having COVID-19. If such experience were to increase significantly, our operations could be materially and regulationsadversely impacted and our ability to supply our business, including those limiting greenhouse gas emissions and those requiring compliancecustomers with the European Commission’s registration, evaluation and authorization of chemicals (REACH) procedures. In addition, stricter regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, and we may become obligated in the future to incur costs associated with the investigation and/or remediation of contamination at our facilities or other locations. Additionally, many of our products come into contact with the food and beverages thatessential packaging they package, and therefore we mayrequired could be subject to risks and liabilities related to health and safety matters in connection with our products. Changes in or additional health and safety laws and regulations in connection with our products may also impose new requirements and costs on us. Such requirements, liabilities and costsadversely impacted, all which could have a material adverse effect on our capital expenditures, results of operations,business, financial condition or competitive position.
We are involved in various legal proceedings, contract disputes and claims arising in the ordinary course of our business. Additionally, 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, which is ongoing. Although we are not able to predict the outcome of such

proceedings, investigations, disputes and claims, any payments in respect thereof, including pursuant to any settlements, will reduce our available cash flows and could adversely impact our results of operations.
OURINTERNATIONALOPERATIONSARESUBJECTTOVARIOUSRISKSTHATMAYADVERSELYAFFECTOURFINANCIALRESULTS.
Our international operations generated approximately $979.3 million, or approximately 24 percent,The United States and, to a lesser extent, Europe have been experiencing a tightened labor market which has made it more difficult to find employees to fill open positions. While this has impacted our business somewhat, it has not had a material adverse effect on us at this point. Any further tightening of our consolidated net sales in 2017. As of February 1, 2018, wethe labor market could, however, have a total of 44 manufacturing facilities in a total of 20 countries outside of the United States, including Canada, Mexico and countries located in Europe, Asia and South America, serving customers in approximately 90 countries worldwide. Our business strategy may include continued expansion of international activities. Accordingly, the risks associated with operating in foreign countries, including Canada, Mexico and countries located in Europe, Asia and South America, may have a negative impact on our liquidity and net income. For example, the current economic uncertainty in Europe and China and the geopolitical disruptions in Russia and the Middle East and related adverse economic conditions may have anmaterial adverse effect on our business, financial condition or results of operations and financial condition. Additionally, we shut down our closures manufacturing facility in Venezuela in the fourth quarter of 2014 because our operations in Venezuela were unable to import raw materials on a regular basis due to the ongoing unstable political environment and an increasingly restrictive monetary policy, and in 2016 we ceased operations at our metal container manufacturing facility in the Ukraine because of the geopolitical environment.operations.
Risks associated with operating in foreign countries include, but are not limited to:
political, social and economic instability;
inconsistent product regulation or policy changes by foreign agencies or governments;
war, civil disturbance or acts of terrorism;
compliance with and changes in applicable foreign laws;
loss or non-renewal of treaties or similar agreements with foreign tax authorities;
difficulties in enforcement of contractual obligations and intellectual property rights;
high social benefits for labor;
national and regional labor strikes;
imposition of limitations on conversions of foreign currencies into U.S. dollars or payment of dividends and other payments by non-U.S. subsidiaries;
foreign exchange rate risks;
difficulties in expatriating cash generated or held by non-U.S. subsidiaries;
uncertainties arising from local business practices and cultural considerations;
changes in tax laws, or the interpretation thereof, affecting foreign tax credits or tax deductions relating to our non-U.S. earnings or operations;
hyperinflation, currency devaluation or defaults in certain foreign countries;
duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;
customs, import/export and other trade compliance regulations;
non-tariff barriers and higher duty rates;
difficulty in collecting international accounts receivable and potentially longer payment cycles;
application of the Foreign Corrupt Practices Act and similar laws;
increased costs in maintaining international manufacturing and marketing efforts; and
taking of property by nationalization or expropriation without fair compensation.
WEARESUBJECTTOIFTHEEFFECTSOFFLUCTUATIONSINVESTMENTSINFOREIGNCURRENCYEXCHANGERATES.
Our reporting currency is the U.S. dollar. As a result of our international operations, a portion of our consolidated net sales, and some of our costs, assets and liabilities, are denominated in currencies other than the

U.S. dollar. As a result, we must translate local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the preparation of our consolidated financial statements. Consequently, changes in exchange rates may unpredictably and adversely affect our consolidated operating results. For example, during times of a strengthening U.S. dollar, our reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in foreign currencies. Although we may use currency exchange rate protection agreements from time to time to reduce our exposure to currency exchange rate fluctuations in some cases, these hedges may not eliminate or reduce the effect of currency fluctuations.
IFTHEINVESTMENTSINOURPENSIONBENEFITPLANSDONOTPERFORMASEXPECTED, WEMAYHAVETOCONTRIBUTEADDITIONALAMOUNTSTOTHESEPLANS, WHICHWOULDOTHERWISEBEAVAILABLETOCOVEROPERATINGANDOTHEREXPENSES.
We maintain noncontributory, defined benefit pension plans covering a substantial number of our employees, which we fund based on certain actuarial assumptions. The plans’ assets consist primarily of common stocks and fixed income securities. If the investments of the plans do not perform at expected levels, then we willmay have to contribute additional funds to ensure that the plans will be able to pay out benefits as scheduled. Such an increase in funding couldwould result in a decrease in our available cash flow. In addition, any such investment performance
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significantly below our expected levels could adversely impact our results of operations. For example, the significant market declines in investment values at the end of 2018 as compared to our assumed rate of return for the plans for the year had a non-cash unfavorable impact of approximately $20.0 million on our results of operations in 2019.
WE PARTICIPATE IN MULTIEMPLOYER PENSION PLANS UNDER WHICH, IN THE EVENT OF CERTAIN CIRCUMSTANCES, WE COULD INCUR ADDITIONAL LIABILITIES WHICH MAY BE MATERIAL AND MAY NEGATIVELY AFFECT OUR FINANCIAL RESULTS,RESULTS.
We currently participate in fourthree multiemployer pension plans which provide defined benefits to certain of our union employees. In 2019, we withdrew from participating in the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan. As a result of such withdrawal, we expect to incur cash expenditures for the withdrawal liability of approximately $3.1 million annually until 2040. Because of the nature of multiemployer pension plans, there are risks associated with participating in such plans that differ from single-employer pension plans. Amounts contributed by an employer to a multiemployer pension plan are not segregated into a separate account and are not restricted to provide benefits only to employees of that contributing employer.  In the event that another participating employer to a multiemployer pension plan in which we participate no longer contributes to such plan, the unfunded obligations of such plan may be borne by the remaining participating employers, including us. In such event, our required contributions to such plan could increase, which could negatively affect our financial condition and results of operations. In the event that we withdraw from participation in a multiemployer pension plan in which we participate, such as the Central States Pension Plan, or otherwise cease to make contributions to such a plan or in the event of the termination of such a plan, we potentially couldwould likely be required under applicable law to make additional contributionswithdrawal liability payments to such plan in respect of the unfunded accruedvested benefits of such plan, which unfunded accruedvested benefits could be significant. Such additional contributionswithdrawal liability payments could be material and could negatively affect our financial condition and results of operations. As further discussed in Note 1112 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report, two of the multiemployer pension plans in which we still participate have a funded status of less than 65 percent. For further information with respect to our withdrawal from the Central States Pension Plan, please see Notes 4 and 12 to our Consolidated Financial Statements for the year ended December 31, 2021 included elsewhere in this Annual Report.
IFWEWEREREQUIREDRISKS RELATED TOWRITE-DOWNALLORPARTOFOURGOODWILLORTRADENAMES, OURNETINCOMEANDNETWORTHCOULDBEMATERIALLYADVERSELYAFFECTED. INTERNATIONAL OPERATIONS
OURINTERNATIONALOPERATIONSARESUBJECTTOVARIOUSRISKSTHATMAYADVERSELYAFFECTOURFINANCIALRESULTS.
Our international operations generated approximately $1,545.7 million, or approximately 27 percent, of our consolidated net sales in 2021. As of February 1, 2022, we have a total of 48 manufacturing facilities in a total of 20 countries outside of the United States, including Canada, Mexico and countries located in Europe, Asia and South America, serving customers in approximately 100 countries worldwide. Our business strategy may include continued expansion of international activities. Accordingly, the risks associated with operating in foreign countries, including Canada, Mexico and countries located in Europe, Asia and South America, may have a negative impact on our liquidity and net income. For example, the current economic uncertainty throughout the world, the recent geopolitical disruptions in Russia and the Middle East and related adverse economic conditions, the impact of the COVID-19 pandemic worldwide and the current trade uncertainty throughout the world may have an adverse effect on our results of operations and financial condition.
Risks associated with operating in foreign countries include, but are not limited to:
•political, social and economic instability;
•inconsistent product regulation or policy changes by foreign agencies or governments;
•war, civil disturbance or acts of terrorism;
•the impact of pandemics and other diseases;
•trade disputes:
•compliance with and changes in applicable foreign laws;
•loss or non-renewal of treaties or similar agreements with foreign tax authorities;
•difficulties in enforcement of contractual obligations and intellectual property rights;
•high social benefits for labor;
•national and regional labor strikes;
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•imposition of limitations on conversions of foreign currencies into U.S. dollars or payment of dividends and other payments by non-U.S. subsidiaries;
•foreign exchange rate risks;
•difficulties in expatriating cash generated or held by non-U.S. subsidiaries;
•uncertainties arising from local business practices and cultural considerations;
•changes in tax laws, or the interpretation thereof, affecting foreign tax credits or tax deductions relating to our non-U.S. earnings or operations;
•hyperinflation, currency devaluation or defaults in certain foreign countries;
•duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;
•customs, import/export and other trade compliance regulations or policies;
•non-tariff barriers and higher duty rates;
•difficulty in collecting international accounts receivable and potentially longer payment cycles;
•application of the Foreign Corrupt Practices Act and similar laws;
•increased costs in maintaining international manufacturing and marketing efforts; and
•taking of property by nationalization or expropriation without fair compensation.
WEARESUBJECTTOTHEEFFECTSOFFLUCTUATIONSINFOREIGNCURRENCYEXCHANGERATES.
Our reporting currency is the U.S. dollar. As a result of our acquisitions, we have $1.2 billioninternational operations, a portion of goodwill and $32.1 million of indefinite-lived trade names recorded on our consolidated balance sheet at December 31, 2017. We are required to periodically determine if our goodwillnet sales, and trade names have become impaired, in which case we would write-down the impaired portion. If we were required to write-down all or partsome of our goodwill or trade names, our net incomecosts, assets and net worth could be materially adversely affected.

INCREASED INFORMATION TECHNOLOGY SECURITY THREATS AND MORE SOPHISTICATED AND TARGETED COMPUTER CRIME COULD POSE A RISK TO OUR SYSTEMS, NETWORKS, PRODUCTS, SOLUTIONS AND SERVICES.
Increased global security threats and more sophisticated and targeted computer crime poseliabilities, are denominated in currencies other than the U.S. dollar. As a risk toresult, we must translate local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the securitypreparation of our systemsconsolidated financial statements. Consequently, changes in exchange rates may unpredictably and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and

operational disruptions, which in turn could adversely affect our reputation, competitivenessconsolidated operating results. For example, during times of a strengthening U.S. dollar, our reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in foreign currencies. Although we may use currency exchange rate protection agreements from time to time to reduce our exposure to currency exchange rate fluctuations in some cases, these hedges may not eliminate or reduce the effect of currency fluctuations.
RISKS RELATED TO LEGAL AND REGULATORY MATTERS
WEARESUBJECTTOCOSTSANDLIABILITIESRELATEDTOENVIRONMENTALANDHEALTHANDSAFETYLAWSANDREGULATIONS AND RISKS RELATED TO LEGAL PROCEEDINGS.
We continually review our compliance with environmental and other laws, such as the Occupational Safety and Health Act and other laws regulating noise exposure levels and other safety and health concerns in the production areas of our plants in the United States and environmental protection, health and safety laws and regulations abroad. We may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental and other laws or changes thereto in the future or as a result of the application of additional laws and regulations to our business, including those limiting greenhouse gas emissions, those requiring compliance with the European Commission’s registration, evaluation and authorization of chemicals (REACH) procedures, and those imposing changes that would have the effect of increasing the cost of producing or would otherwise adversely affect the demand for plastic products. In addition, stricter regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, and we may become obligated in the future to incur costs associated with the investigation and/or remediation of contamination at our facilities or other locations. Additionally, we have enhanced our safety and health protocols and procedures as a result of the COVID-19 pandemic, and we have incurred and continue to incur significant additional costs in connection with such enhanced safety and health protocols and procedures at our facilities and other locations worldwide. Such liabilities, expenditures and costs could have a material adverse effect on our capital expenditures, results of operation, financial condition or competitive position.
Many of our products come into contact with the food and beverages that they package, and therefore we may be subject to risks and liabilities related to health and safety matters in connection with our products. Changes in or
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additional health and safety laws and regulations in connection with our products may also impose new requirements and costs on us. Such requirements, liabilities and costs could have a material adverse effect on our capital expenditures, results of operations, financial condition or competitive position.
We are involved in various legal proceedings, contract disputes and claims arising in the ordinary course of our business. Additionally, 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 closures and metal containers 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 closures and metal containers subsidiaries, which should effectively close out the investigation in Germany. Although we are not able to predict the outcome of such proceedings, investigations, disputes and claims, any payments in respect thereof, including pursuant to any settlements, will reduce our available cash flows and could adversely impact our results of operations.
IF WE FAIL TOCONTINUE TO MAINTAIN EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING TO A REASONABLE ASSURANCE LEVEL, WE MAY NOT BE ABLE TO ACCURATELY REPORT OURFINANCIAL RESULTS AND MAY BE REQUIRED TO RESTATE PREVIOUSLY PUBLISHED FINANCIAL INFORMATION, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS, INVESTOR CONFIDENCE IN OUR BUSINESS AND THE TRADING PRICES OF OUR SECURITIES.
Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. We also need to adapt our internal control over financial reporting as our business grows and changes. As we grow our business and acquire other businesses, our internal controls could become increasingly complex, requiring more time and resources. In addition, due to the impact of the COVID-19 pandemic, the testing of our internal controls has changed to accommodate for the performance of procedures remotely. As further discussed in Item 9A, “Controls and Procedures,” included elsewhere in this Annual Report, management concluded that we maintained effective internal control over financial reporting as of December 31, 2021. There is no assurance that, in the future, material weaknesses will not be identified that would cause management to change its conclusion as to the effectiveness of our internal controls. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we could be subject to regulatory scrutiny, civil or criminal penalties or litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition, and we may be required to restate previously published financial information, which could have a material adverse effect on our operations, investor confidence in our business and the trading prices of our securities.
RISKS RELATED TO OUR COMMON STOCK
OURPRINCIPALSTOCKHOLDERSHAVESUBSTANTIALINFLUENCEOVERUSANDTHEIREXERCISEOFTHATINFLUENCECOULDBEADVERSETOYOURINTERESTS.
As of December 31, 2017,2021, Messrs. Silver and Horrigan beneficially owned an aggregate of 33,175,66825,533,555 shares of our common stock, or approximately 3023 percent of our outstanding common stock, which excludes certainstock. This amount does not include shares of our common stock owned by affiliates and related family transferees of Messrs. Silver and Horrigan that are not deemed to be beneficially owned by Messrs. Silver or Horrigan. Accordingly, if theyMessrs. Silver and Horrigan act together, they will be able to exercise substantial influence over all matters submitted to the stockholders for a vote, including the election of directors. In addition, we and Messrs. Silver and Horrigan have entered into an amended and restated principal stockholders agreement, or the Stockholders Agreement, that provides for certain director nomination rights. Under the Stockholders Agreement, the Group (as defined in the Stockholders Agreement and generally including Messrs. Silver and Horrigan and their affiliates and related family transferees and estates) has the right to nominate for election all of our directors until the Group holds less than one-half of the number of shares of our common stock held by it in the aggregate on February 14, 1997. At least one of the Group’s nominees must be either Mr. Silver or Mr. Horrigan during the three-year period covering the staggered terms of our three classes of directors. On February 14, 1997, the Group held 57,224,720 shares of our common stock in the aggregate (as adjusted for our two-for-one stock splits in 2005, 2010 and 2017)., and the Group continues today to hold more than one-half of such number of shares. Additionally, the Group has the right to nominate for election either Mr. Silver or Mr. Horrigan as a member of our Board of Directors when the Group no longer holds at least one-half of the number of shares of our common stock held by it in the aggregate on February 14, 1997 but
24

beneficially owns at least 5 percent of our common stock. The Stockholders Agreement continues until the death or disability of both of Messrs. Silver and Horrigan. The provisions of the Stockholders Agreement could have the effect of delaying, deferring or preventing a change of control of Silgan Holdings Inc. and preventing our stockholders from receiving a premium for their shares of our common stock in any proposed acquisition of Silgan Holdings Inc.
ANTI-TAKEOVERPROVISIONSINOURAMENDEDANDRESTATEDCERTIFICATEOFINCORPORATIONANDOURAMENDEDANDRESTATEDBY-LAWSCOULDHAVETHEEFFECTOFDISCOURAGING, DELAYINGORPREVENTINGAMERGERORACQUISITION. ANYOFTHESEEFFECTSCOULDADVERSELYAFFECTTHEMARKETPRICEOFOURCOMMONSTOCK.
Provisions of our amended and restated certificate of incorporation and our amended and restated by-laws may have the effect of delaying or preventing transactions involving a change of control of Silgan Holdings Inc., including transactions in which stockholders might otherwise receive a substantial premium for their shares over then current market prices, and may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.
In particular, our amended and restated certificate of incorporation provides that:
•the Board of Directors is authorized to issue one or more classes of preferred stock having such designations, rights and preferences as may be determined by the Board;
•the Board of Directors is divided into three classes, and each year approximately one-third of the directors are elected for a term of three years;
•the Board of Directors is fixed at seven members;members, subject to the ability of the Board of Directors to increase the size of the Board of Directors to up to nine members for a period of time; and
•action taken by the holders of common stock must be taken at a meeting and may not be taken by consent in writing.
Additionally, our amended and restated by-laws provide that a special meeting of the stockholders may only be called by either of our Co-ChairmenChairman of the Board on theirhis own initiative or at the request of a majority of the Board of Directors, and may not be called by the holders of common stock.
UPONTHEOCCURRENCEOFCERTAINCHANGEOFCONTROLEVENTS, WEMAYNOTBEABLETOSATISFYALLOFOUROBLIGATIONSUNDEROUR CREDIT AGREEMENTANDINDENTURES.
Under our Credit Agreement, the occurrence of a change of control (as defined in our Credit Agreement) constitutes an event of default, permitting, among other things, the acceleration of amounts owed thereunder. Additionally, upon the occurrence of a change of control as defined in the indentures governing the 5% Notes and the 5½% Notes, we must make an offer to repurchase the 5% Notes and the 5½% Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase. In addition, upon the occurrence of a change of control repurchase event as defined in the indenture governing the 4¾% Notes and the

3¼% Notes, we must make an offer to repurchase the 4¾% Notes and the 3¼% Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of repurchase. We may not have sufficient funds or be able to obtain sufficient financing to meet such obligations under our Credit Agreement and such indentures.In addition, even if we were able to finance such obligations, such financing may be on terms that are unfavorable to us or less favorable to us than the terms of our existing indebtedness.

ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.



ITEM 2. PROPERTIES.
Our principal executive offices are located at 4 Landmark Square, Suite 400, Stamford, Connecticut 06901. The administrative headquarters and principal places of business for our metal container business are located at 21600 Oxnard Street, Woodland Hills, California 91367 and Landskrongasse 5/1, 1010 Vienna, Austria; the administrative headquarters and principal places of business for our closures business are located at 1140 31stStreet, Downers Grove, Illinois 60515, 501 South 5th Street, Richmond, Virginia 23219 and North 88, Riesstrasse 16, 80992 Munich, Germany; and the administrative headquarters and principal place of business for our plastic container business is located at 14515 N. Outer Forty, Chesterfield, Missouri 63017. We lease all of these offices.
We own and lease properties for use in the ordinary course of business. TheOur properties consist primarily of 45 operating46 manufacturing facilities for the metal containerour dispensing and specialty closures business, 33 operating44 manufacturing facilities for the closuresour metal containers business, and 22 operating23 manufacturing facilities for the plastic containerour custom containers business. We own 5760 of these facilities and lease 43.53. The leases expire at various times through 2030.2040. Some of these leases providecontain renewal options as well as various purchase options.
Below is a list of our operating facilities, including attached warehouses, as of February 1, 2018 for our metal container business:
Location
Approximate Building Area
(square feet)
Antioch, CA144,500
(leased)
Modesto, CA37,800
(leased)
Modesto, CA128,000
(leased)
Modesto, CA150,000
(leased)
Riverbank, CA167,000
Sacramento, CA217,600
(leased)
Hoopeston, IL323,600
Rochelle, IL295,900
(75,000 leased)
Hammond, IN158,000
(leased)
Burlington, IA414,400
Ft. Dodge, IA232,400
(leased)
Ft. Madison, IA150,700
(56,000 leased)
Savage, MN160,000
Mt. Vernon, MO100,000
St. Joseph, MO206,500
Edison, NJ265,500
Lyons, NY149,700
Maxton, NC225,700
(leased)
Napoleon, OH302,100
(leased)
Lancaster, SC58,100
Trenton, TN96,300
(leased)
Paris, TX266,300
(leased)
Toppenish, WA217,700
Menomonee Falls, WI116,000
Menomonie, WI129,400
(leased)
Oconomowoc, WI114,600
Plover, WI86,800
(leased)
Waupun, WI212,000
Las Piedras, Puerto Rico26,800
(leased)
Mitterdorf im Murtzal, Austria192,000
Grodno, Belarus72,000
(leased)
Leipzig, Germany190,000
Meissen, Germany139,000
Agios Ionnis Renti, Greece309,000
Skydra, Greece200,000
Wadi al Rayan, Jordan215,000

Location
Approximate Building Area
(square feet)
Bitola, Macedonia120,000
Malomice, Poland87,000
Szprotawa, Poland82,000
Tczew, Poland116,000
Enem, Adjigeva, Russia99,000
Stupino, Russia148,000
Nove-Mesto nad Vahom, Slovakia379,000
(119,000 leased)
Ljubljana-Zalog, Slovenia145,000
Izmir, Turkey170,000

Below is a list of our operating facilities, including attached warehouses, as of February 1, 2018 for our closures business:
Location
Approximate Building Area
(square feet)
Tolleson, AZ115,000
(leased)
Athens, GA222,200
(leased)
Champaign, IL254,600
(leased)
Waukegan, IL74,200
(leased)
Evansville, IN186,000
Richmond, IN462,700
Winfield, KS158,300
Grandview, MO479,800
(leased)
Washington Courthouse, OH15,800
New Castle, PA126,500
West Hazleton, PA151,500
(leased)
Slatersville, RI144,000
(leased)
Kingsport, TN100,000
Pocos de Caldas, Brazil39,800
Valinhos, Brazil129,400
Shanghai, China49,400
Wuxi, China240,100
Louny, Czech Republic56,800
(leased)
Hannover, Germany549,000
(leased)
Hemer, Germany169,000
Battipaglia, Italy156,500
Milan, Italy93,300
Vicenza, Italy88,800
(leased)
Guadalajara, Mexico80,000
(leased)
San Luis Potosi, Mexico182,700
Tecate, Mexico22,800
(leased)
Tijuana, Mexico48,600
(leased)
Santa Rosa City, Philippines87,800
(leased)
Niepolomice, Poland170,100
Niepolomice, Poland78,700
Barcelona, Spain132,500
Torello, Spain71,900
(leased)
Doncaster, United Kingdom80,000
(leased)

Below is a list of our operating facilities, including attached warehouses, as of February 1, 2018 for our plastic container business:
Location
Approximate Building Area
(square feet)
Deep River, CT146,000
Monroe, GA117,000
Flora, IL56,400
Ligonier, IN469,000
(276,000 leased)
Seymour, IN406,000
Franklin, KY122,000
(leased)
Hazelwood, MO335,300
(leased)
Union, MO195,000
Penn Yan, NY103,000
Ottawa, OH447,000
(180,000 leased)
Langhorne, PA172,600
(leased)
North East, PA135,000
(leased)
Houston, TX335,200
Triadelphia, WV168,400
Edmonton, Alberta55,600
(leased)
Delta, British Columbia43,000
(leased)
Scarborough, Ontario117,000
Woodbridge, Ontario147,500
(leased)
Woodbridge, Ontario97,600
(leased)
Lachine, Quebec113,300
(leased)
Lachine, Quebec79,400
(leased)
Montreal, Quebec43,500
(leased)
We lease our research facilities in Oconomowoc, Wisconsin, Downers Grove, Illinois, Grandview, Missouri, Hannover, Germany, Waalwijk, Netherlandsprincipal executive offices and Norcross, Georgia. We also ownthe administrative headquarters and lease other warehouse facilities that are detached from our manufacturing facilities. Additionally, we may sublease other facilities that we previously operated.
We believe that our plants, warehouses and other facilities are in good operating condition, adequately maintained, and suitable to meet our present needs and future plans. We believe that we have sufficient capacity to satisfy the demandprincipal places of business for our products in the foreseeable future. To the extent that we need additional capacity, we believe that we can convert certain facilities to continuous operation or make the appropriate capital expenditures to increase capacity.dispensing and specialty closures business, our metal containers business and our custom containers business.


ITEM 3. LEGAL PROCEEDINGS.
We are a party to routine 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.
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 containerclosures and closuresmetal containers subsidiaries in Germany,Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal closures and metal containers subsidiaries, which is ongoing.should effectively close out the investigation in Germany. Given the earlycurrent stage of the investigation, we cannot reasonably assess what actions may result from the investigationthese investigations or estimate what costs we may incur as a result of the investigation.thereof.

25


ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.



26

PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted on the Nasdaq Global Select Market System under the symbol SLGN. As of January 31, 2018,2022, we had 3934 holders of record of our common stock.
On May 3, 2017, our Board of Directors declared a two-for-one stock split of our issued common stock, which was effected in the form of a stock dividend. Our stockholders of record at the close of business on May 15, 2017 were issued one additional share of our common stock for each share of our common stock owned by them on that date. Such additional shares were issued on May 26, 2017.
We began paying quarterly cash dividends on our common stock in 2004, and have increased the amount of the quarterly cash dividend payable on our common stock each year since then. In February 2017, our Board of Directors increased the amount of our quarterly cash dividend payable on our common stock from $0.085 per share to $0.09 per share (which amounts have been retroactively adjusted for the two-for-one stock split that occurred on May 26, 2017). The payment of future dividends is at the discretion of our Board of Directors and will be dependent upon our consolidated results of operations and financial condition, federal tax policies and other factors deemed relevant by our Board of Directors.
The table below sets forth the high and low closing sales prices of our common stock as reported by the Nasdaq Global Select Market System for the periods indicated below and the cash dividends paid per share of our common stock in the periods indicated below. Closing sales prices and cash dividends per share have been retroactively adjusted for the two-for-one stock split of our common stock that occurred on May 26, 2017.
  
Closing Sales Prices 
Cash Dividends
Per Share
  
High Low 
2017     
First Quarter$30.61 $25.76 $0.09
Second Quarter32.47 28.80 0.09
Third Quarter32.15 28.64 0.09
Fourth Quarter29.66 28.24 0.09
  
Closing Sales Prices 
Cash Dividends
Per Share
  
High Low 
2016     
First Quarter$27.16 $24.82 $0.085
Second Quarter27.00 24.32 0.085
Third Quarter26.34 23.83 0.085
Fourth Quarter25.85 23.84 0.085

ISSUER PURCHASESOF EQUITY SECURITIES
On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an additionalaggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021, of which we repurchased approximately $170.6$223.4 million of our common stock. We did not repurchase any of our equity securities in the fourth quarter of 2017. Accordingly, at December 31, 2017, we had approximately $129.4 million remaining for the repurchase of our common stock under the October 17, 2016 authorization of our Board of Directors.





ITEM 6. [RESERVED]
ITEM 6. SELECTED FINANCIAL DATA.
In the table that follows, we provide you with selected financial data of Silgan Holdings Inc. We have derived this data from our consolidated financial statements for the five years ended December 31, 2017. Our consolidated financial statements for the five years ended December 31, 2017 have been audited by Ernst & Young LLP, our independent registered public accounting firm.
You should read this selected financial data along with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report, as well as the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Selected Financial Data
 
27
 Year Ended December 31,
 2017(a) 2016 2015 2014(a) 2013(a)
 (Dollars in millions, except per share data)
Operating Data:         
Net sales$4,089.9
 $3,612.9
 $3,764.0
 $3,911.8
 $3,708.5
Cost of goods sold3,428.8
 3,079.4
 3,209.9
 3,312.0
 3,161.3
Gross profit661.1
 533.5
 554.1
 599.8
 547.2
Selling, general and administrative
expenses (b)
298.3
 214.7
 219.9
 224.4
 211.0
Rationalization charges5.8
 19.1
 14.4
 14.5
 12.0
Income from operations357.0
 299.7
 319.8
 360.9
 324.2
Interest and other debt expense before loss on early extinguishment of debt110.2
 67.8
 66.9
 74.8
 67.4
Loss on early extinguishment of debt7.1
 —
 —
 1.5
 2.1
Interest and other debt expense117.3
 67.8
 66.9
 76.3
 69.5
Income before income taxes239.7
 231.9
 252.9
 284.6
 254.7
(Benefit) provision for income taxes (c)(30.0) 78.5
 80.5
 102.2
 69.3
Net income$269.7
 $153.4
 $172.4
 $182.4
 $185.4
Per Share Data: (d)
         
Basic net income per share$2.44
 $1.28
 $1.41
 $1.44
 $1.44
Diluted net income per share$2.42
 $1.27
 $1.41
 $1.43
 $1.43
Dividends per share$0.36
 $0.34
 $0.32
 $0.30
 $0.28
Selected Segment Data:         
Net sales:         
Metal containers$2,278.1
 $2,271.9
 $2,365.3
 $2,369.7
 $2,341.4
Closures1,246.7
 797.1
 805.0
 882.9
 720.1
Plastic containers565.1
 543.9
 593.7
 659.2
 647.0
Income from operations:         
Metal containers (e)230.2
 214.7
 236.4
 248.7
 236.3
Closures (f)142.0
 99.8
 91.8
 75.6
 63.0
Plastic containers (g)27.8
 5.2
 7.8
 51.5
 38.6

Selected Financial Data

 Year Ended December 31,
 2017(a) 2016 2015 2014(a) 2013(a)
 (Dollars in millions, except per share data)
Other Data:         
Capital expenditures$174.4
 $191.9
 $237.3
 $140.5
 $103.1
Depreciation and amortization (h)174.1
 143.1
 142.2
 148.1
 167.6
Net cash provided by operating activities (i)389.8
 394.6
 335.7
 348.2
 351.2
Net cash used in investing activities(1,197.7) (180.3) (237.1) (156.9) (376.4)
Net cash provided by (used in) financing activities (i)836.8
 (289.5) (221.3) (129.2) (279.9)
Balance Sheet Data (at end of period):
         
Cash and cash equivalents$53.5
 $24.7
 $99.9
 $222.6
 $160.5
Goodwill1,171.5
 604.7
 612.8
 630.3
 651.0
Total assets (j) (k)4,645.4
 3,149.4
 3,192.7
 3,274.1
 3,282.5
Total debt (j)2,547.3
 1,561.6
 1,513.5
 1,584.1
 1,686.4
Stockholders’ equity766.1
 469.4
 639.2
 710.0
 713.8
Notes to Selected Financial Data
(a)In April 2017, we acquired SDS, the specialty closures and dispensing systems operations of WestRock Company. In September 2014, we acquired the metal container assets of Van Can. In October 2013, we acquired Portola.
(b)Selling, general and administrative expenses include costs attributed to announced acquisitions of $24.7 million, $1.4 million and $1.5 million in 2017, 2016 and 2013, respectively.
(c)The effective tax rate for 2017 was favorably impacted by the benefit from effective tax rate adjustments totaling $110.9 million primarily related to the revaluation of net deferred tax liabilities to reflect lower future cash tax obligations as a result of the reduction in the U.S. corporate income tax rate under the recently enacted legislation commonly referred to as the Tax Cuts and Jobs Act.
(d)Per share amounts have been retroactively adjusted for the two-for-one stock split of our common stock that occurred on May 26, 2017.
(e)Income from operations of the metal container business includes rationalization charges (credits) of $3.3 million, $12.1 million, $(0.4) million and $2.5 million in 2017, 2016, 2014 and 2013, respectively. Income from operations of the metal container business also includes a $3.0 million charge related to the resolution of a past non-commercial legal dispute in 2017.
(f)Income from operations of the closures business includes rationalization charges of $1.0 million, $0.6 million, $1.7 million, $12.2 million and $5.6 million in 2017, 2016, 2015, 2014 and 2013, respectively, and loss from operations in Venezuela of $3.1 million and $2.9 million in 2014 and 2013, respectively. The loss from operations in Venezuela in 2013 included a charge of $3.0 million for the remeasurement of net assets due to a currency devaluation.
(g)Income from operations of the plastic container business includes rationalization charges of $1.5 million, $6.4 million, $12.7 million, $2.7 million and $3.9 million in 2017, 2016, 2015, 2014 and 2013, respectively.
(h)Depreciation and amortization excludes amortization of debt discount and issuance costs. In 2014, we increased the estimated useful lives of certain production equipment by an average of approximately 5 years to a maximum depreciable life of 20 years.
(i)In 2016, we retrospectively adopted new accounting guidance regarding certain classifications on the statement of cash flows related to excess tax benefits and shares repurchased from employees for tax withholding purposes. As a result, net cash provided by operating activities was increased by $0.3 million, $3.2 million and $0.5 million in 2015, 2014 and 2013, respectively, and net cash provided by (used in) financing activities was decreased by $0.3 million, $3.2 million and $0.5 million in 2015, 2014 and 2013, respectively.

(j)In 2015, we retrospectively adopted new accounting guidance regarding the classification of certain debt issuance costs. As a result, each of total assets and total debt were decreased by $14.9 million and $17.4 million in 2014 and 2013, respectively.
(k)In 2015, we retrospectively adopted new accounting guidance regarding the classification of deferred taxes. As a result, each of total assets and total liabilities were decreased by $14.9 million and $21.1 million in 2014 and 2013, respectively.

ITEM 7. MANAGEMENT’S DISCUSSIONAND ANALYSISOF FINANCIAL CONDITIONAND RESULTSOF OPERATIONS.
The following discussion and analysis is intended to assist you in understanding our consolidated financial condition and results of operations for the three-year period ended December 31, 2017.2021. Our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report contain detailed information that you should refer to in conjunction with the following discussion and analysis.
GENERAL
We are a leading manufacturer of sustainable rigid packaging solutions for consumer goods products. We currently produce dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products; 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 food and care, agricultural, automotive and marine chemical products. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, the largest manufacturer of metal food containers in North America with a unit volume market share in the United States for the year ended December 31, 20172021 of approximately sixty percent, a leading worldwide manufacturerslightly more than half of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products,the market, and a leading manufacturer of plasticcustom containers in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical markets.
Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs, 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.
SALES GROWTH
We have increased net sales and market share in our dispensing and specialty closures, metal container, closurescontainers, and plastic containercustom containers businesses through both acquisitions and internal growth. As a result, we have expanded and diversified our customer base, geographic presence and product lines.
With our acquisitions of our dispensing and specialty closures operations in North America, Europe, Asia and South America as well as organic growth, we established ourselves as a leading worldwide manufacturer of dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. In 2017, we broadened our closures portfolio to include dispensing systems with our acquisition of SDS, and we further expanded our dispensing systems operations with our acquisitions of the Albéa Dispensing Business in 2020 and Silgan Specialty Packaging and Unicep in 2021. Since 2003, following our acquisition of the White Cap closures operations in the United States, net sales of our dispensing and specialty closures business have increased to $2.16 billion in 2021 as a result of acquisitions and organic growth, representing a compounded annual growth rate of approximately 13.9 percent over that period. We may pursue further acquisition opportunities in the dispensing and specialty closures markets, including in dispensing systems, or in adjacent markets, such as our acquisitions of Silgan Specialty Packaging and Unicep. Additionally, we expect to continue to generate organic growth in our dispensing and specialty closures business, particularly in dispensing systems. In 2021, unit volumes for our dispensing and specialty closures business increased approximately 9 percent principally as a result of the acquisitions we completed in 2021 and strong volumes for beauty, fragrance, food and beverage products. For 2022, we expect demand levels for beauty and fragrance products to continue to be strong and demand levels for hygiene and cleaning products to improve. Additionally, 2022 will include a full year of volumes from our acquisitions completed in 2021.
We are a leading manufacturer of metal containers in North America and Europe, primarily as a result of our acquisitions but also as a result of growth with existing customers. During the past 3035 years, the metal food container market in North America has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé, Dial, Del Monte, Birds Eye, Campbell, Pacific Coast and Purina Steel Can reflect this trend. We estimate that approximately sevennine percent of the market for metal food containers in the United States is still served by self-manufacturers. In addition,Prior to 2020, the metal food container market in North America has beenwas relatively flat during this period of consolidation, despite losing market share as a result of more dining out, fresh produce and competing materials. However,Despite a relatively flat market, we increased our share of the market for metal food containers in the United States primarily through acquisitions and growth with existing customers, and wecustomers. Since 1987, net sales of our metal containers business have increased to $2.81 billion, representing a compounded annual growth rate of approximately 7.3 percent. We
28

also enhanced our business by focusing on providing customers with high levels of quality and service and value-added features such as our Quick Top® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. WeIn 2020 and 2021, we experienced a significant increase in demand for many of our products, including metal food containers. Our unit volumes for metal food containers increased approximately 4 percent in 2021 following a 14 percent increase in 2020 primarily due to higher demand in at-home food consumption and continued growth in pet food products. For 2022, we anticipate that the market will be relatively flat in the future, but will continue to increase in areas of consumer convenience products such as single-serve sizes and easy-open ends. In 2017, approximately 70 percent ofdemand levels for our metal food containers sold had an easy-open end. Wewill continue to be strong principally due to continued demand in at-home food consumption and continued growth in pet food products. However, we expect to further enhancevolumes for our metal container business through our Can Vision 2020SM program, which is intendedfood containers to furtherbe lower in 2022 as compared to record volumes in 2021 due, in part, to additional customer purchases at the competitive advantagesend of metal packaging for food and included a new manufacturing facility2021 in anticipation of significant raw material inflation expected in 2022. Net sales in the United States. In 2016, we completed the commercialization of this new metal food container manufacturing facility in the United States to better optimize the logistical footprint of our metal containercontainers business in North America, allowing us2022, however, are expected to further reduce costsincrease as compared to 2021 primarily due to the pass through to customers of oursignificant raw material inflation in 2022, which will also have the mathematical consequence of negatively impacting segment income margin of the metal containercontainers business. We have also initiated construction in 2017 of a smaller, near-site manufacturing facility in the United States to support growth of our customers.
With our acquisitions of our closures operations in North America, Europe, Asia and South America, we established ourselves as a leading worldwide manufacturer of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. In 2017, we broadened our closures portfolio to include dispensing systems with our acquisition of SDS. In 2013, we expanded the geographic scope, product offerings and scale of our plastic closures operations with the acquisition of Portola. We may pursue further consolidation opportunities in the closures markets in which we operate, including in dispensing systems, or

in adjacent closures markets. Additionally, we expect to continue to generate internal growth in our closures business, particularly in plastic closures and dispensing systems.
We have improved the market position of our plastic containercustom containers business since 1987, with net sales increasing sixfold to $565.1$708.6 million in 2017.2021, representing a compounded annual growth rate of approximately 6.3 percent over that period. We achieved this improved market position primarily through strategic acquisitions as well as through internal growth. As part of the acquisition of Portola in 2013, we acquired three plastic container manufacturing facilities in Canada, further expanding the geographic scope and product offerings of our plastic container business. In 2016, we completed commercialization of two new plastic container manufacturing facilities in the United States, including a near-site facility to a major customer and another facility to meet the growing needs of our customers and allow us to further reduce costs of our plastic container business. We have also initiated construction in 2017 of a new thermoformed plastic container manufacturing facility in the United States in support of continued growth. The plasticcustom container market of the consumer goods packaging industry continues to be highly fragmented, with growth rates in excess of population expansion due to substitution of plastic for other materials.fragmented. We have focused on the segment of this market where custom design and decoration allows customers to differentiate their products such as in personal care. We intend to pursue further acquisition opportunities in markets where we believe that we can successfully apply our acquisition and value-added operating expertise and strategy. In 2021, our custom containers business experienced a decrease in volumes of approximately 10 percent as compared to record pandemic driven volumes in 2020 primarily due to a decrease in volumes for certain consumer health and personal and home care products which had surged in 2020 principally due to the COVID-19 pandemic, partially offset by growth in pet food products. We anticipate that demand levels for our custom containers will increase in 2022, primarily as a result of a return to more normal volume levels for hygiene and cleaning products and continued growth in pet food products.
OPERATING PERFORMANCE
We operate in a competitive industry where it is necessary to realize cost reduction opportunities to offset continued competitive pricing pressure. We have improved the operating performance of our plant facilities through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the optimization of our manufacturing facilities footprints. Our acquisitions and investments have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings and to realize manufacturing efficiencies as a result of optimizing production scheduling. From 2013,2016, we have closed threetwo dispensing and specialty closures manufacturing facilities, six metal container manufacturing facilities and two closure manufacturing facilities and four plasticcustom container manufacturing facilities in connection with our continuing efforts to streamline our plant operations, reduce operating costs and better match supply with geographic demand.
We have also invested substantial capital In 2019, we initiated a multi-year footprint optimization plan in our metal containers business in the past several years for new market opportunities and value-added products such as Quick Top® easy-open ends for metal food containers, shaped metal food containers and alternative color offerings for metal food containers. In addition, we have begun to make investments for our Can Vision 2020SM program which are intended to enhance the competitive advantages of metal packaging for food. In 2015, we initiated optimization plans in each of our businesses that were designedU.S. to reduce manufacturingcapacity and logistical costs and provide productivity improvements and manufacturing efficiencies, thereby resulting in a lowercontinue to drive cost manufacturing network for our businesses and strengthening the competitive position of each of our businesses in their respective markets.  The optimization plans included the construction of a newreductions, under which we shut down two metal food container manufacturing facility and two new plastic container manufacturing facilities in the relocationfourth quarter of various equipment lines to facilities where we can better serve our customers and the rationalization2019. We delayed further implementation of several existing manufacturing facilities.  The three new manufacturing facilities are strategically located to meet the unique needs of our customers. In addition to optimizing freight and logistical costs, these three new facilities allowed us to further reduce costs and rationalize our manufacturing footprint. Each of our businesses completed the execution of itsthis footprint optimization plan by the end of 2016, including commercializing the new metal container manufacturing facilityin 2020 and the two new plastic container manufacturing facilities. In 2017, we initiated construction of2021 due to a new metal container manufacturing facilitystrong increase in demand for our products and a new thermoformed plastic container manufacturing facility, in each casemay make changes to support continued growth.this footprint optimization plan based on further demand changes for our products.
Historically, we have been successful in renewing our multi-year supply arrangements with our customers. We estimate that in 20182022 approximately 90 percent of our projected metal containercontainers sales and a majority of our projected dispensing and specialty closures and plasticcustom containers sales will be under multi-year arrangements.
Many of our multi-year customer supply arrangements generally provide for the pass through of changes in raw material, labor and other manufacturing costs, thereby significantly reducing the exposure of our results of operations to the volatility of these costs. Our metal containerclosures and metal closurecontainers supply agreements with our customers provide for the pass through of changes in our metal costs. For our metal containerclosures and metal closurecontainers customers without long-term contracts, we have also generally increased prices to pass through increases in our metal costs. Our plastic closure, dispensing systems, plastic closures and plastic containercontainers supply agreements with our customers provide for the pass through of changes in our resin costs, subject in many cases to a lag in the timing of such pass

through. For our plastic closure, dispensing systems, plastic closures and plastic containercontainers customers without long-term contracts, we have also generally passedincreased prices to pass through changesincreases in our resin costs.
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Our metal container business’ sales and income from operations arecontainers business is dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser extent, in a variety of national growing regions in Europe. Our dispensing and specialty closures business is also dependent, in part, upon vegetable and fruit 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 income from operations during that quarter. Additionally, as is common in the packaging industry, we provide extended payment terms to some of our customers in our metal containercontainers business due to the seasonality of the vegetable and fruit packing process.
USEOF CAPITAL
Historically, we have used leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a longerlong 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. In 2015 and 2016,August 2019, we used cash on hand andredeemed all $300.0 million aggregate principal amount of the outstanding 5½% Notes with revolving loan borrowings under our 2014 Credit FacilityAgreement and cash on hand. In November 2019, we issued $400.0 million aggregate principal amount of the 4⅛% Notes, and used the net proceeds therefrom to fund repurchases ofrepay outstanding revolving loans under our common stock for an aggregate of $447.4 million, comprised of $170.1 million in 2015 (which included $161.8 million of our common stock purchased pursuantCredit Agreement at that time, including revolving loans used to a "modified Dutch auction" tender offer that was completed in March 2015) and $277.3 million in 2016 (which included $269.4 million of our common stock purchased pursuant to a "modified Dutch auction" tender offer that was completed in November 2016).redeem the 5½% Notes. In February 2017,2020, we issued $300an additional $200.0 million of the 4¾4⅛% Notes and €650€500.0 million of the 3¼2¼% Notes. We used the net proceeds from the 4¾% Notes to prepay a portion of our outstanding U.S. dollar term loans and repay a portion of our outstanding revolving loans under our 2014 Credit Facility. We used the net proceeds from the 3¼% Notes to prepay all outstanding Euro term loans and repay all remaining outstanding revolving loans under our 2014 Credit Facility, to repay certain foreign bank revolving and term loans of certain of our non-U.S. subsidiaries and to redeem $220 million of our outstanding 5% Notes. In March 2017, we completed an amendment and restatement of our 2014 Credit Facility and entered into our Credit Agreement, which extended the maturity dates of our senior secured credit facility, provides additional borrowing capacity for us and provides us with greater flexibility with regard to our strategic initiatives. Our Credit Agreement provides us with revolving loans, consisting of a multicurrency revolving loan facility of approximately $1.19 billion and a Canadian revolving loan facility of Cdn $15.0 million. Additionally, our Credit Agreement provided us with term loans, consisting of (i) U.S. $800 million of term loans designated U.S. A term loans, which were used to fund a portion of the purchase price for SDS, and (ii) Cdn $45.5 million of term loans designated Canadian A term loans. In April 2017, we funded the purchase price for SDS with termthese issuances and revolving loan borrowings under our Credit Agreement into prepay all of our outstanding U.S. dollar term loans under our Credit Agreement at that time. In June 2020, we funded the purchase price for the Albéa Dispensing Business with $900.0 million of incremental term loans under our Credit Agreement. In February 2021, we amended our Credit Agreement to provide us with additional flexibility to, among other things, issue new senior secured notes, and we issued $500.0 million aggregate principal amount of $1,023.8 million.our 1.4% Notes and used the proceeds therefrom to prepay $500.0 million of outstanding term loans under our Credit Agreement. In September and October 2021, we funded the purchase price for Silgan Specialty Packaging, Unicep and Easytech with revolving loan borrowings under our Credit Agreement. In November 2021, we further amended our Credit Agreement to extend maturity dates by more than three years, increase our revolving loan facility from $1.2 billion to $1.5 billion, borrow $1.0 billion in new term loans to refinance outstanding term and revolving loans under our Credit Agreement that were used to fund the three recent acquisitions completed in 2021 and the acquisition of the Albéa Dispensing Business in 2020, and provide us with additional flexibility with regard to our strategic initiatives. You should also read Notes 23, 9 and 818 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.
To the extent we utilize debt for acquisitions or other permitted purposes in future periods, our interest expense may increase. Further, since the revolving loan and term loan borrowings under our Credit Agreement bear interest at floating rates, our interest expense is sensitive to changes in prevailing rates of interest and, accordingly, our interest expense may vary from period to period. AtAfter taking into account interest rate swap agreements that we entered into to mitigate the effect of interest rate fluctuations, at December 31, 20172021, we had $896.4$913.4 million of indebtedness, or approximately 3524 percent of our total outstanding indebtedness, which bore interest at floating rates. Over the course of the year, we also borrow revolving loans under our revolving loan facilities which bear interest at floating rates to fund our seasonal working capital needs. Accordingly, during 20172021 our average outstanding variable rate debt, after taking into account the average outstanding notional amount of our interest rate swap agreements, was approximately 4220 percent of our total outstanding indebtedness. You should also read Note 10 to our Consolidated Financial Statements for the year ended December 31, 2021 included elsewhere in this Annual Report for information regarding our interest rate swap agreements.
In light of our strategy to use leverage to support our growth and optimize shareholder returns, we have incurred and will continue to incur significant interest expense. For 2017, 20162021, 2020 and 2015,2019, our aggregate interest and other debt expense before loss on early extinguishment of debt as a percentage of our income from operationsbefore interest and income taxes was 30.918.8 percent, 22.620.3 percent and 20.929.4 percent, respectively.

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RESULTSOF OPERATIONS
The following table sets forth certain income statement data expressed as a percentage of net sales for each of the periods presented. You should read this table in conjunction with our Consolidated Financial Statements for the year ended December 31, 20172021 and the accompanying notes included elsewhere in this Annual Report.
 Year Ended December 31,
 202120202019
Operating Data:
Net sales:
Dispensing and Specialty Closures38.0 %34.8 %31.3 %
Metal Containers49.5 52.0 55.1 
Custom Containers12.5 13.2 13.6 
Consolidated100.0 100.0 100.0 
Cost of goods sold83.8 82.4 84.1 
Gross profit16.2 17.6 15.9 
Selling, general and administrative expenses6.7 7.7 7.0 
Rationalization charges0.3 0.3 1.3 
Other pension and postretirement income(0.9)(0.8)(0.4)
Income before interest and income taxes10.1 10.4 8.0 
Interest and other debt expense1.9 2.1 2.4 
Income before income taxes8.2 8.3 5.6 
Provision for income taxes1.9 2.0 1.3 
Net income6.3 %6.3 %4.3 %
 Year Ended December 31,
 2017 2016 2015
Operating Data:     
Net sales:     
Metal containers55.7 % 62.9% 62.8%
Closures30.5
 22.1
 21.4
Plastic containers13.8
 15.0
 15.8
Consolidated100.0
 100.0
 100.0
Cost of goods sold83.8
 85.2
 85.3
Gross profit16.2
 14.8
 14.7
Selling, general and administrative expenses7.3
 6.0
 5.8
Rationalization charges0.2
 0.5
 0.4
Income from operations8.7
 8.3
 8.5
Interest and other debt expense2.8
 1.9
 1.8
Income before income taxes5.9
 6.4
 6.7
(Benefit) provision for income taxes(0.7) 2.2
 2.1
Net income6.6 % 4.2% 4.6%

Summary results for our businessreportable segments for the years ended December 31, 2017, 20162021, 2020 and 20152019 are provided below.
 Year Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Net sales:     
Metal containers$2,278.1
 $2,271.9
 $2,365.3
Closures1,246.7
 797.1
 805.0
Plastic containers565.1
 543.9
 593.7
Consolidated$4,089.9
 $3,612.9
 $3,764.0
Income from operations:     
Metal containers(1)
$230.2
 $214.7
 $236.4
Closures(2)
142.0
 99.8
 91.8
Plastic containers(3)
27.8
 5.2
 7.8
Corporate(4)
(43.0) (20.0) (16.2)
Consolidated$357.0
 $299.7
 $319.8
 Year Ended December 31,
 202120202019
 (Dollars in millions)
Net sales:
Dispensing and Specialty Closures$2,160.5 $1,712.4 $1,405.6 
Metal Containers2,808.0 2,558.0 2,473.2 
Custom Containers708.6 651.5 611.1 
Consolidated$5,677.1 $4,921.9 $4,489.9 
Segment income:
Dispensing and Specialty Closures(1)
$262.1 $224.4 $173.5 
Metal Containers(2)
253.7 246.6 160.0 
Custom Containers(3)
92.4 87.8 48.9 
Corporate(4)
(32.1)(46.4)(22.9)
Consolidated$576.1 $512.4 $359.5 
______________________
(1)Includes rationalization charges of $3.3
(1)Includes rationalization charges of $5.8 million, $5.7 million and $6.5 million in 2021, 2020 and 2019, respectively. Also includes a charge for the write-up of inventory for purchase accounting of $1.6 million and $12.1 million in 2017 and 2016, respectively.
(2)Includes rationalization charges of $1.0 million, $0.6 million and $1.7 million in 2017, 2016 and 2015, respectively.
(3)Includes rationalization charges of $1.5 million, $6.4 million and $12.7 million in 2017, 2016 and 2015, respectively.
(4)Includes costs attributed to announced acquisitions of $24.7 million and $1.4 million in 2017 and 2016, respectively.





YEAR ENDED DECEMBER 31, 2017 COMPAREDWITH YEAR ENDED DECEMBER 31, 2016
Overview. Consolidated net sales were $4.09 billion in 2017, representing a 13.2 percent increase as compared to 2016 primarily as a result of the acquisition of SDSSilgan Specialty Packaging in April 2017,2021 and $3.5 million as a result of the acquisition of the Albéa Dispensing Business in 2020.
(2)Includes rationalization charges of $8.9 million, $9.9 million and $49.4 million in 2021, 2020 and 2019, respectively. Also includes a charge for the write-up of inventory for purchase accounting of $1.0 million as a result of the acquisition of Easytech in 2021.
(3)Includes rationalization charges of $0.3 million, $0.4 million and $0.4 million in 2021, 2020 and 2019, respectively.
(4)Includes costs attributed to announced acquisitions of $5.0 million, $19.3 million and $1.8 million in 2021, 2020 and 2019, respectively.

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YEAR ENDED DECEMBER 31, 2021 COMPAREDWITH YEAR ENDED DECEMBER 31, 2020
Overview. Consolidated net sales were $5.7 billion in 2021, representing a 15.3 percent increase as compared to 2020 primarily as a result of the pass through of higher raw material and other costs, higher unit volumes in each of our businesses,the dispensing and specialty closures and metal containers segments including from acquisitions, the impact fromof favorable foreign currency translation and higher volumes in the plastic container business, partially offset by lower unit volumes in the metal container business and legacy closures operations and a lessmore favorable mix of products sold in the plastic container business.custom containers segment, partially offset by lower volumes in the custom containers segment and a higher percentage of smaller cans sold in the metal containers segment. Income from operationsbefore interest and income taxes for 20172021 increased by $57.3$63.7 million, or 19.112.4 percent, as compared to 20162020 primarily as a result of the benefit from the acquisition of SDS, lower manufacturing costs in each of our businesses, lower rationalization charges, the favorable impact in the metal container business from an increase in inventories in 2017 as compared to a decrease in inventories in 2016 and higher volumes in the plastic container business. These increases were partially offset by higher costs attributed to announced acquisitions, lower unit volumes in the dispensing and specialty closures and metal container businesscontainers segments, strong operating performance, lower corporate expenses, higher pension income, a more favorable mix of products sold and legacy closures operations, higher depreciation expense, the unfavorable impactpass through of other cost increases in the metal container businessdispensing and specialty closures segment, lower charges in 2021 from the contractual pass throughwrite-up of inventory for purchase accounting as a result of acquisitions as compared to customers2020, the inclusion in the prior year of indexed deflation and from a charge related toin the resolution ofcustom containers segment for a past non-commercial legal dispute relating to prior periods and lower rationalization charges, partially offset by the unfavorable impact from the lagged pass through to customers of changes insignificantly higher resin costs, higher costs largely as a result of labor and supply chain challenges, lower volumes in the plastic container businesscustom containers segment and foreign currency transaction lossesa higher percentage of smaller cans sold in 2017 as compared to foreign currency transaction gains in 2016.the metal containers segment. Rationalization charges were $5.8$15.0 million and $19.1$16.0 million for the years ended 20172021 and 2016,2020, respectively. Results for 20172021 and 20162020 also included costs attributed to announced acquisitions of $24.7$5.0 million and $1.4$19.3 million, respectively. Results for 2017 also includedrespectively and a loss on early extinguishment of debt of $7.1$1.4 million and the benefit from effective tax rate adjustments totaling $110.9$1.5 million, primarily related to the revaluation of net deferred tax liabilities to reflect lower future cash tax obligations as a result of the reduction in the U.S. corporate income tax rate under the recently enacted legislation commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act.respectively. Net income in 20172021 was $269.7$359.1 million as compared to $153.4$308.7 million in 2016.2020.
Net Sales. The $477.0$755.2 million increase in consolidated net sales in 20172021 as compared to 20162020 was due to the acquisition of SDS and higher net sales across all businesses.segments.
Net sales for the dispensing and specialty closures segment in 2021 increased $448.1 million, or 26.2 percent, as compared to 2020. This increase was primarily the result of higher unit volumes of approximately nine percent, the pass through of higher raw material and other manufacturing costs and the impact of favorable foreign currency translation of approximately $23.0 million. The increase in unit volumes was principally the result of the inclusion of volumes from the dispensing operations of the Albéa Dispensing Business which was acquired in June 2020 and the recent acquisitions of Silgan Specialty Packaging and Unicep, as well as strong volumes for beauty, fragrance, beverage and food products. These volume gains were partially offset by a decrease in volumes for hygiene and home cleaning products largely due to the ongoing inventory management throughout the supply chain for those products which had surged in 2020 during the COVID-19 pandemic.
Net sales for the metal container businesscontainers segment increased $6.2$250.0 million, or 0.39.8 percent, in 20172021 as compared to 2016.2020. This increase was primarily a result of the pass through of higher raw material and other manufacturing costs, and the impact of favorable foreign currency translation of approximately $6 million, partially offset by lowerhigher unit volumes of approximately two percent principally attributable to lower soup volumes and a less favorable fruit and tomato pack on the west coast of the United States.
Net sales for the closures business in 2017 increased $449.6 million, or 56.4 percent, as compared to 2016. This increase was primarily the result of the inclusion of net sales of $445.6 million from the SDS operations, the pass through of higher raw material costs and the impact of favorable foreign currency translation of approximately $6 million, partially offset by lower unit volumes of approximately three percent in the legacy closures operations as compared to record volumes in the prior year period principally as a result of a decline in single-serve beverages due to cooler weather conditions in our major markets.
Net sales for the plastic container business in 2017 increased $21.2 million, or 3.9 percent, as compared to 2016. This increase was primarily due to the pass through of higher raw material costs, higher volumes of approximately twofour percent and the impact of favorable foreign currency translation of approximately $2$9.0 million, partially offset by a lesshigher percentage of smaller cans sold. The increase in unit volumes over record volumes in 2020 was due primarily to continued strong consumer demand levels for food cans and continued growth in pet food products, as well as customer purchases in advance of significant raw material inflation expected in 2022.
Net sales for the custom containers segment in 2021 increased $57.1 million, or 8.8 percent, as compared to 2020. This increase was principally due to the pass through of higher raw material costs, a more favorable mix of products sold.sold and the impact of favorable foreign currency translation of approximately $8.0 million, partially offset by lower volumes of approximately ten percent. The decline in volumes was due primarily to a decrease in volumes for certain consumer health and personal and home care products, partially offset by growth in pet food products.
Gross Profit. Gross profit margin increaseddecreased 1.4 percentage points to 16.2 percent in 20172021 as compared to 14.817.6 percent in 2016 for2020 primarily due to the reasons discussed below in "Income from Operations."mathematical consequence of passing through significant raw material cost inflation during 2021.
Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales increased 1.3decreased 1.0 percentage pointspoint to 7.36.7 percent for 20172021 as compared to 6.07.7 percent in 2016.2020. Selling, general and administrative expenses increased $83.6$0.4 million in 20172021 as compared to 2016 primarily due2020. Selling, general and administrative expenses in 2021 included a full year of expenses from the Albéa Dispensing Business and Cobra Plastics which were acquired in June 2020 and February 2020, respectively, and costs attributed to announced acquisitions of $5.0 million in 2021, which were mostly offset by the inclusion in the prior year of costs attributed to announced acquisitions of $19.3 million, one-time plant employee incentive payments and
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a charge of $3.2 million in the SDS operations which generally incur such expenses atcustom containers segment for a higher percentage of its net sales, acquisition related costs of $24.7 million and a $3.0 million charge related to the resolution of a past non-commercial legal dispute.dispute relating to prior periods.
Income from Operationsbefore Interest and Income Taxes. Income from operationsbefore interest and income taxes for 20172021 increased by $57.3$63.7 million as compared to 2016, and operating2020, while margin increaseddecreased to 8.710.1 percent from 8.310.4 percent over the same periods. The increase in income from operationsbefore interest and income taxes was principally due toprimarily the result of higher income from operations in each of the closures business due to thesegments, lower corporate expenses primarily as a result of lower acquisition of SDSrelated costs and higherlower rationalization charges. Income before interest and income from operations in the metal and plastic container businesses. Income from

operations in 2017 and 2016taxes included rationalization charges of $5.8$15.0 million and $19.1$16.0 million respectively, and costs attributed to announced acquisitions of $24.7$5.0 million and $1.4$19.3 million in 2021 and 2020, respectively. Segment income margin was negatively impacted by the mathematical consequence of passing through significant raw material cost inflation during the year.
Income from operationsSegment income of the metal container businessdispensing and specialty closures segment for 20172021 increased $15.5$37.7 million as compared to 2016, and operating2020, while segment income margin increaseddecreased to 10.112.1 percent from 9.513.1 percent over the same periods. The increase in segment income from operations was primarily due to higher unit volumes including from acquisitions completed in 2021 and 2020, a more favorable mix of products sold, strong operating performance, the pass through of other cost increases and lower manufacturing costs, lower rationalization charges andfrom the favorable impactwrite-up of inventory from an increaseacquisitions for purchase accounting in inventories in 2017 as compared to a decrease in inventories in 2016,the current year, partially offset by the impact of lower unit volumes, the unfavorable impact from the contractualdelayed pass through to customers of indexed deflation, an increase in depreciation expense, the unfavorable impact of a $3.0 million charge related to the resolution of a past non-commercial legal disputesignificantly higher resin costs, higher costs associated with labor and supply chain challenges and foreign currency transaction losseslosses. Segment income margin was negatively impacted by the mathematical consequence of passing through significant raw material cost inflation in 2017 as compared to foreign currency transaction gains in 2016. Rationalization charges were $3.3 million and $12.1 million in 2017 and 2016, respectively.2021.
Income from operationsSegment income of the closures businessmetal containers segment for 20172021 increased $42.2$7.1 million as compared to 2016,2020, while operatingsegment income margin decreased to 11.49.0 percent from 12.59.6 percent over the same periods. The increase in segment income from operations was primarily dueattributable to higher unit volumes, higher pension income, higher foreign currency transaction losses in the inclusion of $47.3 million of income from operations from the SDS operationsprior year and lower manufacturing costs,rationalization charges, partially offset by operational inefficiencies and higher costs as a result of labor and supply chain challenges, a higher percentage of smaller cans sold and the negative impact fromof a decrease in unit volumes in$1.0 million charge for the legacy closures operations. The decrease in operating margin was primarily due to the unfavorable impact from the $11.9 million write-up of inventory of SDS for purchase accounting.accounting related to the acquisition of Easytech in 2021. Rationalization charges were $8.9 million and $9.9 million in 2021 and 2020, respectively. Segment income margin was negatively impacted by the mathematical consequence of passing through significant raw material cost inflation in 2021.
Income from operationsSegment income of the plastic container businesscustom containers segment for 20172021 increased $22.6$4.6 million as compared to 2016, and operating2020, while segment income margin increaseddecreased to 4.913.0 percent from 1.013.5 percent over the same periods. The increase in segment income from operations was primarily attributable to lower manufacturing costs, higher volumesstrong operating performance and lower rationalization charges,cost control and the inclusion in the prior year of a $3.2 million charge for a non-commercial legal dispute related to prior periods, partially offset by higher depreciation expense andlower volumes. Segment income margin was negatively impacted by the unfavorable impact form the lagged passmathematical consequence of passing through to customers of higher resin costs. Rationalization charges were $1.5 million and $6.4 millionsignificant raw material cost inflation in 2017 and 2016, respectively.2021.
Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for 20172021 was $110.3$108.4 million, an increase of $42.5$4.6 million as compared to $67.8$103.8 million for 20162020 due primarily to higher weighted average outstanding borrowings principally as a result of additional borrowings for the acquisition of SDSthe Albéa Dispensing Business in June 2020 and higherthe recent acquisitions completed in the latter half of 2021, partially offset by lower weighted average interest rates including the impact from increasing long-term fixed rate debt through the issuance in February 2017 of the 4¾% Notes and the 3¼% Notes.during 2021. Loss on early extinguishment of debt of $7.1was $1.4 million and $1.5 million in the 2017 was a result of the prepayment of outstanding U.S. term loans2021 and Euro term loans under our 2014 Credit Facility and the partial redemption of the 5% Notes in April 2017.2020, respectively.
Provision for Income Taxes. The effective tax raterates for 2017 was a negative 12.52021 and 2020 were 23.0 percent as compared to a provision of 33.9and 24.2 percent, for 2016. The effective tax rate for 2017 was favorably impacted by the benefit from the effective tax rate adjustments totaling $110.9 million, primarily related to the revaluation of net deferred tax liabilities to reflect lower future cash tax obligations as a result of the reduction in the U.S. corporate income tax rate under the 2017 Tax Act.respectively. The effective tax rate in 2017, exclusive of these effective2021 was favorably impacted by tax rate adjustments, would have been a provision of 33.8 percent.changes in certain jurisdictions and more income in lower tax jurisdictions.
YEAR ENDED DECEMBER 31, 20162020 COMPAREDWITH YEAR ENDED DECEMBER 31, 20152019
Overview. Consolidated net sales were $3.61$4.92 billion in 2016,2020, representing a 4.0an 9.6 percent decreaseincrease as compared to 20152019 primarily due toas a result of higher volumes including from acquisitions and a more favorable mix of products sold in the dispensing and specialty closures segment, partially offset by the pass through of lower raw material costs, the impact from both a continued shift towards smaller metal packages sold and other manufacturing coststhe renewal of certain significant customer contracts at the end of 2019 in the metal container and closures businesses,containers segment, a less favorable mix of products sold in the metal container business and lower unit volumes, the pass through of lower raw material costscustom containers segment and the impact fromof unfavorable foreign currency translation in the plastic container business, partially offsettranslation. Income before interest and income taxes for 2020 increased by higher unit volumes in the closures business. Income from operations for 2016 decreased by $20.1$152.9 million, or 6.342.5 percent, as compared to 20152019 primarily as a result of higher start-up costs associated with the three new manufacturing facilities; the unfavorable impact in the metal container business from the contractual pass through to customers of indexed deflation, a reduction in inventories in 2016 as compared to an increase in inventories in 2015volumes and strong operating performance, lower rationalization charges, higher pension income and a lessmore favorable mix of products sold;sold in the dispensing and specialty closures segment,
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partially offset by higher rationalization charges;selling, general and administrative expenses primarily as a result of higher acquisition related costs, the impact from both a continued shift towards smaller metal packages sold and the renewal of certain significant customer contracts in the metal containers segment, the negative impact from the write-up of inventory for purchase accounting as a result of acquisitions completed in 2020 and the unfavorable impact from the lagged pass through to customers of changes inhigher resin costs in the closures and plastic container businesses as compared to the prior year period; lower unit volumes in the plastic container business; and foreign currency transaction gains in the prior year period in the plastic container business. These decreasescosts. Rationalization charges were partially offset by improved manufacturing performance in each of the businesses and higher unit volumes in the closures business. Results for 2016 and 2015 included rationalization charges of $19.1$16.0 million and $14.4$56.3 million for the years ended 2020 and 2019, respectively. Results for 20162020 and 2019 also included costs attributed to announced acquisitionsother pension and post retirement income of $1.4 million.$38.7 million and $17.8 million, respectively, and a loss on early extinguishment of debt of $1.5 million and $1.7 million, respectively. Net income in 20162020 was $153.4$308.7 million as compared to $172.4$193.8 million in 2015.2019.

Net Sales. The $151.1$432.0 million decreaseincrease in consolidated net sales in 20162020 as compared to 20152019 was due to lowerhigher net sales across all of our businesses.segments.
Net sales for the metal container business decreased $93.4dispensing and specialty closures segment in 2020 increased $306.8 million, or 3.9 percent, in 2016 as compared to 2015. This decrease was primarily a result of the pass through of lower raw material and other manufacturing costs and a shift in sales mix to smaller sizes.
Net sales for the closures business in 2016 decreased $7.9 million, or 1.021.8 percent, as compared to 2015.2019. This decreaseincrease was primarily the result of the pass through of lower raw material costs, partially offset by higher unit volumes of approximately three percent. The increase in unit volumes waseight percent and a more favorable mix of products sold due primarily due to strong demand from U.S. beverage markets.
Net sales for the plastic container businessunit volume growth in 2016 decreased $49.8 million, or 8.4 percent, as compared to 2015. This decrease was primarily due to lower unit volumes of approximately three percent primarily as a result of the continued rebalancing of the customer portfolio in conjunction with the footprint optimization program,dispensing closures, partially offset by the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $4.0 million. The increase in unit volumes was principally the result of the inclusion of the Albéa Dispensing Business and Cobra Plastics which were acquired in 2020 and strength in volumes for consumer health, hygiene, personal care and food and beverage products. These volume gains were partially offset by weaker demand for certain beauty and fragrance products.
Net sales for the metal containers segment increased $84.8 million, or 3.4 percent, in 2020 as compared to 2019. This increase was primarily a result of higher unit volumes of approximately fourteen percent and the impact of favorable foreign currency translation of approximately $4.0 million, partially offset by the pass through of lower raw material costs, a continued shift towards smaller metal packages sold and the impact from the renewal of certain significant customer contracts at the end of 2019. Record unit volumes in 2020 resulted primarily from higher demand in at-home food consumption.
Net sales for the custom containers segment in 2020 increased $40.4 million, or 6.6 percent, as compared to 2019. This increase was principally due to higher volumes of approximately eleven percent, partially offset by the pass through of lower raw material costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $1.0 million. The increase in volumes was due primarily to higher demand for food and consumer health and hygiene products and continued new business awards.
Gross Profit. Gross profit margin increased 0.11.7 percentage points to 14.817.6 percent in 20162020 as compared to 14.715.9 percent in 20152019 for the reasons discussed below in "Income from Operations.before Interest and Income Taxes."
Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales increased 0.20.7 percentage points to 6.07.7 percent for 20162020 as compared to 5.87.0 percent in 2015.2019. Selling, general and administrative expenses decreased $5.2increased $62.0 million in 20162020 as compared to 2015 due2019 primarily to ongoing cost control efforts, partially offset byas a result of costs attributed to announced acquisitions of $1.4 million.$19.3 million, the inclusion of selling, general and administrative expenses from the Albéa Dispensing Business and Cobra Plastics, one-time plant employee incentive payments and a charge of $3.2 million in the custom containers segment for the resolution of a non-commercial legal dispute relating to prior periods.
Income from Operationsbefore Interest and Income Taxes. Income from operationsbefore interest and income taxes for 2016 decreased2020 increased by $20.1$152.9 million as compared to 2015,2019, and operating margin decreased to 8.3 percent from 8.5 percent over the same periods. The decrease in income from operations was principally due to lower income from operations in the metal and plastic container businesses, partially offset by higher income from operations in the closures business. Income from operations in 2016 and 2015 included rationalization charges of $19.1 million and $14.4 million, respectively. Income from operations in 2016 also included costs attributed to announced acquisitions of $1.4 million.
Income from operations of the metal container business for 2016 decreased $21.7 million as compared to 2015, and operating margin decreased to 9.5 percent from 10.0 percent over the same periods. The decrease in income from operations was primarily due to higher rationalization charges, the unfavorable impact from the contractual pass through to customers of indexed deflation, the unfavorable impact from a reduction in inventories in the current year as compared to an increase in inventories in the prior year, start-up costs for the new manufacturing facility and a less favorable mix of products sold, partially offset by better operating performance. Rationalization charges were $12.1 million in 2016, primarily related to the shutdown of the LaPorte, Indiana manufacturing facility.
Income from operations of the closures business for 2016 increased $8.0 million as compared to 2015, and operating margin increased to 12.510.4 percent from 11.48.0 percent over the same periods. The increase in income before interest and income taxes was primarily the result of higher segment income in each of the segments and lower rationalization charges, partially offset by higher selling, general and administrative expenses and the $3.5 million charge for the write-up of inventory for purchase accounting as a result of acquisitions completed in 2020. Income before interest and income taxes included rationalization charges of $16.0 million and $56.3 million and costs attributed to announced acquisitions of $19.3 million and $1.8 million in 2020 and 2019, respectively.
Segment income of the dispensing and specialty closures segment for 2020 increased $50.9 million as compared to 2019, and segment income margin increased to 13.1 percent from operations12.3 percent over the same periods. The increase in segment income and segment income margin was primarily due to higher unit volumes improved manufacturing efficienciesincluding from acquisitions completed in 2020, a more favorable mix of products sold, strong operating performance and higher pension income, partially offset by the negative impact of a $3.5 million charge for the write-up of inventory for purchase accounting as a result of acquisitions completed in 2020.
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Segment income of the metal containers segment for 2020 increased $86.6 million as compared to 2019, and segment income margin increased to 9.6 percent from 6.5 percent over the same periods. The increase in segment income and segment income margin was primarily attributable to higher unit volumes, $39.5 million of lower rationalization charges, strong operating performance and higher pension income. These increases were partially offset by the impact from both a continued shift towards smaller metal packages sold and the renewal of certain significant customer contracts at the end of 2019. Rationalization charges were $9.9 million and $49.4 million in 2020 and 2019, respectively. Rationalization charges in 2019 were incurred primarily in connection with the shutdown of two manufacturing facilities and the resulting withdrawal from the Central States Pension Plan.
Segment income of the custom containers segment for 2020 increased $38.9 million as compared to 2019, and segment income margin increased to 13.5 percent from 8.0 percent over the same periods. The increase in segment income and segment income margin was primarily attributable to higher volumes, strong operating performance and lower manufacturing costs and higher pension income, partially offset by the unfavorable impact of a charge of $3.2 million for the resolution of a non-commercial legal dispute relating to prior periods and the unfavorable impact from the lagged pass through to customers of changes inhigher resin costs as compared to the favorable impact from resin in 2015. Rationalization charges were $0.6 million and $1.7 million in 2016 and 2015, respectively.costs.
Income from operations of the plastic container business for 2016 decreased $2.6 million as compared to 2015, and operating margin decreased to 1.0 percent from 1.3 percent over the same periods. The decrease in income from operations was primarily attributable to start-up costs for the new manufacturing facilities, lower unit volumes, the favorable impact in the prior year from the lagged pass through of decreases in resin costs and foreign currency transaction gains in the prior year, partially offset by lower rationalization charges and better operating performance later in the year. Rationalization charges of $6.4 million and $12.7 million in 2016 and 2015, respectively, were primarily related to the shutdown of the Woodstock, Illinois and Cape Girardeau, Missouri manufacturing facilities.
Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for 20162020 was $67.8$103.8 million, an increasea decrease of $0.9$1.9 million as compared to $66.9$105.7 million for 20152019 due primarily to higherlower weighted average interest rates.rates, partially offset by higher average outstanding borrowings principally related to the acquisition of the Albéa Dispensing Business and additional revolving loan borrowings outstanding during the first half of 2020 primarily to hold cash and cash equivalents to ensure liquidity against potential credit market disruptions as a result of the COVID-19 pandemic. Weighted average interest rates were lower during 2020 due to lower variable market rates and the redemption on August 1, 2019 of all outstanding 5½% Notes. Loss on early extinguishment of debt of $1.5 million in 2020 was a result of the prepayment of term loans under our Credit Agreement. Loss on early extinguishment of debt of $1.7 million in 2019 was a result of the redemption of all outstanding 5½% Notes in August 2019.

Provision for Income Taxes. The effective tax raterates for 2016 was 33.92020 and 2019 were 24.2 percent as compared to 31.8 percent for 2015.and 23.1 percent. The effective tax rate for 2015in 2019 was favorably impacted primarily by higher income in more favorablethe resolution of a prior year tax jurisdictionsaudit and the ability to fully recognize benefits in 2015 from the legislative extensiontiming of certain U.S. tax provisions.deductions.
CAPITAL RESOURCESAND 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.Credit Agreement. Our liquidity requirements arise primarily 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 and the funding of our seasonal working capital needs.
On February 13, 2017,In November 2021, we issued $300 million aggregate principal amount of the 4¾% Notes and €650 million aggregate principal amount of the 3¼% Notes. We used the net proceedsfurther amended our Credit Agreement to extend maturity dates by more than three years, increase our multi-currency revolving loan facility from the sale of the 4¾% Notes$1.2 billion to prepay $212.3 million of our outstanding U.S.$1.5 billion, borrow $1.0 billion in new term loans to refinance outstanding term and repay a portion of our outstanding revolving loans under our 2014 Credit Facility. WeAgreement that were used to fund the net proceeds frompurchase prices for the salethree recent acquisitions completed in 2021 and the acquisition of the 3¼% Notes to prepay €187.0 million of Euro term loans under our 2014 Credit Facility, to repay the remaining outstanding revolving loans under our 2014 Credit Facility, to repay approximately €34.0 million of certain other foreign bank revolvingAlbéa Dispensing Business in 2020, and term loans of certain of our non U.S. subsidiaries and to redeem $220.0 million aggregate principal amount of the 5% Notes at a redemption price of 101.25 percent of their principal amount plus accrued and unpaid interest up to the redemption date. During the first quarter of 2017, we also prepaid $98.0 million of our outstanding U.S. term loans and Cdn $14.0 million of our outstanding Canadian term loans under our 2014 Credit Facility. As a result of the aggregate prepayments of our outstanding term loans under our 2014 Credit Facility and the partial redemption of the 5% Notes, we recorded a pre-tax charge for the loss on early extinguishment of debt of $6.5 million in 2017.
On March 24, 2017, we completed an amendment and restatement of our 2014 Credit Facility and entered into our Credit Agreement which extended the maturity dates of our senior secured credit facility, provides additional borrowing capacity for us and providesprovide us with greateradditional flexibility with regard to our strategic initiatives. Our Credit Agreement provides us with revolving loans, consisting ofAccordingly, we now have a multicurrency$1.5 billion multi-currency revolving loan facility, which we can use for working capital and other general corporate purposes, including acquisitions, stock repurchases, refinancings and repayments of approximately $1.19other debt, and $1.0 billion and a Canadian revolving loan facility of Cdn $15.0 million. Additionally,outstanding new term loans under our Credit Agreement provided us with term loans, consisting of (i) U.S. $800 million of term loans designated U.S. A term loans, which were used to fundAgreement. As a portionresult of the purchase price for SDS, and (ii) Cdn $45.5 millionrepayment of term loans designated Canadian A term loans. On April 6, 2017, we funded the purchase price for SDS with term and revolving loan borrowingsloans under our Credit Agreement totaling $1,023.8 million. As a result of entering intoin connection with this amendment to our Credit Agreement, we recorded a pre-tax charge for the loss on early extinguishment of debt of $0.6$0.5 million in 2017.2021.
We used aggregate revolving loan borrowings under our Credit Agreement of $747.9 million to fund the purchase price for our acquisitions of Silgan Specialty Packaging, Unicep and Easytech in September and October 2021.
On, February 1, 2021, we amended our Credit Agreement to provide us with additional flexibility to, among other things, issue new senior secured notes. On February 10, 2021, we issued $500.0 million aggregate principal amount of the 1.4% Notes at 99.945 percent of their principal amount. The proceeds from the sale of the 1.4% Notes were $499.7 million. We used the proceeds from the sale of the 1.4% Notes to prepay $500.0 million of outstanding incremental term loans under our Credit Agreement that were used to fund the purchase price for the Albéa Dispensing Business. We paid the initial purchasers' discount and offering expenses related to the sale of the 1.4% Notes with cash on hand. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $0.9 million in 2021 for the write-off of unamortized debt issuance costs.
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In June 2020, we funded the purchase price for the Albéa Dispensing Business with $900.0 million of incremental term loans under our Credit Agreement. In February 2020, we issued an additional $200.0 million of the 4⅛% Notes and €500.0 million of the 2¼% Notes. We used the net proceeds from these issuances and revolving loan borrowings under our Credit Agreement to prepay all of our outstanding U.S. dollar term loans under our Credit Agreement at that time.
On November 12, 2019, we issued $400.0 million aggregate principal amount of the 4⅛% Notes and used the net proceeds therefrom to repay outstanding revolving loans under our Credit Agreement at that time, including revolving loans used to redeem the 5½% Notes.
On August 1, 2019, we redeemed all $300.0 million aggregate principal amount of our outstanding 5½% Notes 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 our Credit Agreement and cash on hand. As a result of this redemption, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.7 million in 2019 for the write-off of unamortized debt issuance costs.
You should also read Note 8Notes 3, 9 and 18 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report with regard to our debt.
In 2017,2021, we used aggregate debt proceeds from new term loans under our Credit Agreement of $1,789.2 million primarily$1.0 billion and from the issuance of the 4¾1.4% Notes of $499.7 million, cash provided by operating activities of $556.8 million and increases in outstanding checks of $141.7 million to fund repayments of long-term debt of $900.0 million, the purchase price for the acquisitions of Silgan Specialty Packaging, Unicep and Easytech for an aggregate $745.7 million, net capital expenditures and other investing activities of $230.3 million, dividends paid on our common stock of $62.5 million, debt issuance costs of $11.1 million, net repayments of revolving loans of $10.6 million, repurchases of our common stock of $8.6 million under our stock-based compensation plan and to increase cash and cash equivalents (including the negative effect of exchange rate changes of $7.5 million) by $221.9 million.
In 2020, we used net proceeds of $1,639.7 million from the issuance of the 2¼% Notes and the 3¼additional 4⅛% Notes and from the incremental term loan borrowingsloans borrowed under our Credit Agreement, cash provided by operating activities of $389.8$602.5 million and increases in outstanding checks of $8.8$5.2 million to fund the acquisitionpurchase price for the acquisitions of SDSthe Albéa Dispensing Business and Cobra Plastics for $1,023.8an aggregate $940.9 million, the repaymentrepayments of long-term debt of $755.0$766.2 million, net capital expenditures and other investing activities of $173.8 million, the net repayment of revolving loans of $144.8$222.3 million, dividends paid on our common stock of $40.5$53.6 million, debt issuance costs of $17.0 million and repurchases of our common stock of $4.1$42.1 million, net repayments of revolving loans of $12.8 million and debt issuance costs of $10.3 million and to increase cash and cash equivalents (including the positive effect of exchange rate changes of $6.5 million) by $28.8$205.7 million.
In 2016,2019, we used cash provided by operating activities of $394.6$507.3 million and proceeds of $400.0 million from the issuance of the 4⅛% Notes to fund repayments of long-term debt of $359.4 million, net borrowingscapital expenditures and other investing activities of $230.1 million, net repayments of revolving loans of $122.3 million and cash and cash equivalents of $75.2 million to fund repurchases of our common stock of $280.7 million, net capital expenditures of $180.3 million, the repayment of long-term debt of $67.4 million (including $64.6 million of scheduled amortization payments under our Credit Agreement and the repayment of $2.8 million of foreign bank term loans), dividends paid on our common stock of $40.9 million and decreases in outstanding checks of $22.8 million.
In 2015, we used cash provided by operating activities of $335.7 million, cash and cash equivalents of $122.6 million, increases in outstanding checks of $19.0 million, proceeds from the issuance of long-term debt of $7.5 million and net borrowings of revolving loans of $2.3 million to fund net capital expenditures of $236.4 million (including for the construction of the three new manufacturing facilities), repurchases of our common stock of $173.0$98.2 million, dividends paid on our common stock of $39.7$50.8 million, repurchases of our common stock of $27.6 million, decreases in outstanding checks of $4.7 million and debt issuance costs of $4.8 million and to increase cash and cash equivalents (including the repaymentnegative effect of long-term debtexchange rate changes of $37.3

million (including $33.0 million of scheduled amortization payments under our Credit Agreement and the repayment of $4.3 million of foreign bank term loans) and the purchase of a business for $0.7 million) by $131.0 million.
At December 31, 2017,2021, we had $2,564.3$3,815.4 million of total consolidated indebtedness and cash and cash equivalents on hand of $53.5$631.4 million. In addition, at December 31, 2017,2021, we had outstanding letters of credit of $18.2$19.8 million and no outstanding revolving loan borrowings under our Credit Agreement.


Under our Credit Agreement, we have available to us $1.19$1.5 billion of revolving loans under a multicurrency revolving loan facility and Cdn $15.0 million under a Canadianmulti-currency revolving loan facility. Revolving loans under our Credit Agreement may be used for working capital and other general corporate purposes, including acquisitions, capital expenditures, dividends, stock repurchases and refinancingrefinancings and repayments of other debt. Revolving loans may be borrowed, repaid and reborrowed under the revolving loan facilities from time to time until March 24, 2022.November 9, 2026. At December 31, 2017,2021, after taking into account outstanding letters of credit of $18.2$19.8 million, borrowings available under the revolving loan facilities of our Credit Agreement were $1.17 billion and Cdn $15.0 million.$1.48 billion. Under our Credit Agreement, we also have available to us an uncommitted multicurrencymulti-currency incremental loan facility in an amount of up to an additional $1.25 billion (which amount may be increased as provided in our Credit Agreement), which may take the form of one or more incremental term loan facilities, increased commitments under the revolving loan facilities and/or incremental indebtedness in the form of senior secured loans and/or notes, and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness. You should also read Note 8Notes 3, 9 and 18 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.
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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 packaging 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$350.0 million and were generally funded with revolving loans under our senior secured credit facility, other foreign bank loans and cash on hand. For 2018,2022, we expect to fund our seasonal working capital requirements with cash on hand, revolving loans under our Credit Agreement and foreign bank loans. We may use the available portion of revolving loans under our 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 refinancing and repayments of other debt.
We use a variety of working capital management strategies, including supply chain financing, or SCF, programs. In light of evolving market practices with respect to payment terms, we have entered into various supply chain financingSCF arrangements with financial intermediariesinstitutions pursuant to which (i) we sell receivables of certain customers without recourse to such financial intermediariesinstitutions and pursuant to such arrangements accelerate payment in respect of such receivables sooner than provided in the applicable supply agreements with such customers and (ii) we have effectively extended our payment terms on certain of our payables.
For 2017,our customer-based SCF arrangements, we negotiate the terms of such SCF arrangements with the applicable financial institutions providing such SCF arrangements independent of our agreements with our customers. Under such SCF arrangements, we elect to sell our receivables for the applicable customer to the applicable financial institution on a non-recourse basis at a discount or credit spread based upon the creditworthiness of such customer. Such customer is then obligated to pay the applicable financial institution with respect to such receivables on their due date. Upon any such sale, we no longer have any credit risk with respect to such receivables, and we will have accelerated our receipt of cash in respect of such receivables thereby reducing our net working capital. Payments in respect of receivables sold under such SCF arrangements are reflected in net cash provided by operating activities in our Consolidated Statements of Cash Flows. Separate from such SCF arrangements, we generally maintain the contractual right with customers in respect of which we have entered into SCF arrangements to require shorter payment terms or require our customers to negotiate shorter payment terms as a result of such supply chain financing arrangements,changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Approximately 20 percent and 19 percent of our annual net sales for the years ended December 31, 2021 and 2020, respectively, were subject to customer-based SCF arrangements. Based on our estimate, we reducedimproved our days sales outstanding by approximately twotwelve days for 2021 as a result of such customer-based SCF arrangements.

For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and extendeddo not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our days purchasescreditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution.Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Approximately 12 percent and 14 percent of our Cost of Goods Sold in our Consolidated Statements of Income for the years ended December 31, 2021 and 2020, respectively, were subject to this SCF program. At December 31, 2021, outstanding bytrade accounts payables subject to this SCF program were approximately seventeen days, effectively reducing$325 million.
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Certain economic developments such as changes in interest rates, general market liquidity or the creditworthiness of customers relative to us could impact our net working capital andparticipation in customer-based SCF arrangements. Future changes in our suppliers’ financing requirements forpolicies or certain economic developments, such as changes in interest rates, general market conditions or liquidity or our working capital.creditworthiness relative to a supplier could impact a supplier’s participation in our supplier SCF program and/or our ability to negotiate favorable payment terms with suppliers. However, any such impacts are difficult to predict. If such supply chain financing arrangements ended or suppliers otherwise change their payment terms, our net working capital would likely increase although because of numerous variables we cannot predict the amount of any such increase, and it would be necessary for us to financefund such net working capital increase using cash on hand or revolving loans under our Credit Agreement or other indebtedness.
On December 22, 2017, the 2017 Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35 percent to 21 percent for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide to a territorial tax system and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings. As a result of the 2017 Tax Act, we revalued our net deferred tax liabilities at the lower corporate tax rate under the 2017 Tax Act and estimated, based on our understanding of the 2017 Tax Act, a significant reduction in our net deferred tax liabilities, effectively lowering our future cash tax obligations for deferred taxes. Accordingly, we recorded an income tax benefit of $110.9 million in the fourth quarter of 2017 primarily related to the revaluation of our net deferred tax liabilities to reflect lower future cash tax obligations as a result of the reduction in the federal corporate tax rate under the 2017 Tax Act.
On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an additionalaggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021. Pursuant to this authorization, together with the remaining amount from a prior authorization in 2014, after giving effect to the two-for-one stock split that occurred on May 26, 2017, we repurchased a total of 294,930did not repurchase any shares of our common stock in 20162021. In 2020, we repurchased an aggregate of 1,088,263 shares of our common stock at an average price per share of $24.40,$32.96, for a total purchase price of $7.2 million and 278,842$35.9 million. In 2019, we repurchased an aggregate of 407,540 shares of our common stock in 2015 at an average price per share $27.36,of $29.70, for a total purchase price of $7.6$12.1 million. In

addition, we completed a "modified Dutch auction" tender offer on November 22, 2016 pursuant to which, after giving effect to the two-for-one stock split that occurred on May 26, 2017, we purchased 10,617,810 shares of our common stock from our stockholders at a price of $25.38 per share for a total purchase price of $269.4 million. We also completed a "modified Dutch auction" tender offer on March 17, 2015 pursuant to which, after giving effect to the two-for-one stock split that occurred on May 26, 2017, we purchased 5,532,708 shares of our common stock from our stockholders at a price of $29.25 per share for a total purchase price of $161.8 million. Accordingly, at December 31, 2017, we had approximately $129.4 million remaining for the repurchase of our common stock under the October 17, 2016 authorization of our Board of Directors.
In addition to our operating cash needs and excluding any impact from acquisitions, we believe our cash requirements over the next few years will consist primarily of:
•capital expenditures of approximately $200$280.0 million in 2018,2022, and thereafter annual capital expenditures of approximately $175$250 million to $200$280 million which may increase as a result of specific growth or specific cost savings projects;
•principal payments of bank term loans and revolving loans under our Credit Agreement and other outstanding debt agreements and obligations (excluding finance leases) of $108.8 million in 2018, $86.5 million in 2019, $361.5 million in 2020, $83.6 million in 2021, $383.6$17.5 million in 2022, $459.9$53.6 million in 2023, and $1,080.4$103.8 million in 2025;2024, $1,141.9 million in 2025, and $2,429.8 million thereafter.
•cash payments for quarterly dividends on our common stock as approved by our Board of Directors;
•annual payments to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested, which payments are dependent upon the price of our common stock at the time of vesting and the number of restricted stock units that vest, none of which is estimable at this time (payments in 20172021 were not significant);
•our interest requirements, including interest on revolving loans (the principal amount of which will vary depending upon seasonal requirements) and term loans under our Credit Agreement, which bear fluctuating rates of interest, the 5% Notes, the 5½3¼% Notes, the 4¾4⅛% Notes, the 2¼% Notes and the 3¼%1.4% Notes;
•payments of approximately $50 million to $70$125 million for federal, state and foreign tax liabilities in 2018,2022, which may increase annually thereafter; and
•payments for pension benefit plan contributions, which are not expected to be significant based on the fact that our domestic pension plans were more than 100 percent funded at December 31, 2017.2021.
We believe that cash generated from operations and funds from borrowings available under our Credit Agreement will be sufficient to meet our expected operating needs, planned capital expenditures, debt service requirements (both principal and interest), tax obligations, pension benefit plan contributions, share repurchases required under our Amended and Restated 2004 Stock Incentive Plan 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 our Credit Agreement, to finance any such acquisition.
Our Credit Agreement contains restrictive covenants that, among other things, limit our ability to incur debt, sell assets and engage in certain transactions. The indentures governing the 5% Notes, the 5½% Notes, the 4¾% Notes and the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes contain certain covenants that generally restrict our ability to create liens, engage in sale and leaseback transactions, issue guarantees and consolidate, merge or sell assets. We do not expect these limitations to have a material effect on our business or our results of operations. 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 20182022 with all of these covenants.
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 $3.6 million, $10.0 million and $6.6 million in 2017, 2016 and 2015, respectively. Additional cash spending under our rationalization plans of approximately $3.7 million is expected through 2023. You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2017 included elsewhere in this Annual Report.
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CONTRACTUAL OBLIGATIONS
Our contractual cash obligations at December 31, 20172021 are provided below :below:
  
Payment due by period
 Total 
Less than
1 year
 
1-3
years
 
3-5
years
 
More than
5 years
 (Dollars in millions)
Long-term debt obligations$2,564.3
 $108.8
 $448.0
 $467.2
 $1,540.3
Interest on fixed rate debt384.9
 70.4
 130.0
 97.1
 87.4
Interest on variable rate debt(1)
136.1
 33.9
 55.2
 43.1
 3.9
Operating lease obligations189.2
 42.5
 58.8
 40.1
 47.8
Purchase obligations(2) 
24.0
 24.0
 —
 —
 —
Other postretirement benefit obligations(3)
14.8
 2.1
 3.4
 2.9
 6.4
Total(4)
$3,313.3
 $281.7
 $695.4
 $650.4
 $1,685.8
  
Payment due by period
 TotalLess than
1 year		1-3
years		3-5
years		More than
5 years
 (Dollars in millions)
Long-term debt obligations(1)
$3,746.6 $17.5 $157.4 $1,743.7 $1,828.0 
Interest on fixed rate debt(1)
390.2 83.6 166.9 92.7 47.0 
Interest on variable rate debt(2)
84.2 20.0 31.4 23.5 9.3 
Operating lease obligations(3)
290.9 53.0 89.1 60.9 87.9 
Finance lease obligations(3)
89.9 6.3 35.1 5.9 42.6 
Purchase obligations(4)
38.1 38.1 — — — 
Other pension and postretirement
benefit obligations(5)(6)
69.0 4.6 9.0 8.8 46.6 
Total$4,708.9 $223.1 $488.9 $1,935.5 $2,061.4 
 ______________________

(1)On February 24, 2022, we gave irrevocable notice to the holders of the 4¾% Notes for the redemption by us of all outstanding 4¾% Notes on March 28, 2022. These amounts do not give effect to such redemption.
(1)These amounts represent expected cash payments of interest on our variable rate long-term debt under our Credit Agreement at prevailing interest rates and foreign currency exchange rates at December 31, 2017.
(2)Purchase obligations represent commitments for capital expenditures of $24.0 million. Obligations that are cancelable without penalty are excluded.    
(3)Other postretirement benefit obligations have been actuarially determined through the year 2027.
(4)Based on current legislation and the current funded status of our domestic pension benefit plans, there are no significant minimum required contributions to our pension benefit plans in 2018.
(2)These amounts represent expected cash payments of interest on our variable rate long-term debt under our Credit Agreement, after taking into consideration our interest rate swap agreements, at prevailing interest rates and foreign currency exchange rates at December 31, 2021.
(3)Operating and finance lease obligations include imputed interest.
(4)Purchase obligations represent commitments for capital expenditures of $38.1 million. Obligations that are cancellable without penalty are excluded.    
(5)Other pension obligations consist of annual cash expenditures for the withdrawal liability related to the Central States Pension Plan through 2040 and other postretirement benefit obligations which have been actuarially determined through the year 2031.
(6)Based on current legislation and the current funded status of our domestic pension benefit plans, there are no significant minimum required contributions to our pension benefit plans in 2022.
At December 31, 2017,2021, we also had outstanding letters of credit of $18.2$19.8 million that were issued under our Credit Agreement.
You should also read Notes 8,4, 9, 10, 11, 12 and 1118 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
EFFECTOF INFLATIONAND INTEREST RATE FLUCTUATIONS
Historically, inflation has not had a material effect on us, other than to increase our cost of borrowing. In general, we have been able to increase the sales prices of our products to reflect any increases in the prices of raw materials (subject to contractual lag periods) and to significantly reduce the exposure of our results of operations to increases in other costs, such as labor and other manufacturing costs.
Because we have indebtedness which bears interest at floating rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of December 31, 2017,2021, we had $2,564.3$3,815.4 million of indebtedness outstanding, of which $896.4$1,013.4 million bore interest at floating rates. Historically, we have entered into interest rate swap agreements to mitigate the effect of interest rate fluctuations. We currentlyAs of December 31, 2021, we have no outstandingtwo U.S. dollar interest rate swap agreements because our outstanding, variable rate debt as a percentage of our outstanding total debt is historically low.each for $50.0 million notional principal amount, which mature in 2023. Depending upon future market conditions and our level of outstanding variable rate debt, we may enter into additional interest rate swap or hedge agreements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility.

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GUARANTEED SECURITIES

Each of the 4¾% Notes, the 3¼% Notes, the 4⅛% Notes, the 2¼% Notes and the 1.4% Notes were issued by us and are guaranteed by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement, collectively the Obligor Group.

The following summarized financial information relates to the Obligor Group as of and for the year ended December 31, 2021. Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information. Investments in our subsidiaries that are not part of the Obligor Group of $1.4 billion as of December 31, 2021 are not included in noncurrent assets in the table below.
2021
(Dollars in millions)
Current assets$1,506.9 
Noncurrent assets4,159.9 
Current liabilities1,159.2 
Noncurrent liabilities4,392.4 

At December 31, 2021, the Obligor Group held current receivables due from other subsidiary companies of $70.5 million; long-term notes receivable due from other subsidiary companies of $782.4 million; and current payables due to other subsidiary companies of $7.3 million.
Year ended
December 31, 2021
(Dollars in millions)
Net sales$4,199.7 
Gross profit588.9 
Net income271.8 

For the year ended December 31, 2021, net income in the table above excludes income from equity method investments of other subsidiary companies of $87.3 million. For the year ended December 31, 2021, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $39.6 million; net credits from such other subsidiary companies of $28.4 million; and net interest income from such other subsidiary companies of $20.0 million. For the year ended December 31, 2021, the Obligor Group received dividends from other subsidiary companies of $27.4 million.
RATIONALIZATIONCHARGES
In June 2019, we announced a footprint optimization plan for our metal containers business, which included the closing of our metal container manufacturing facilities in Mt. Vernon, Missouri and Waupun, Wisconsin in the fourth quarter of 2019. These plant closings, in conjunction with the prior ratification of a new labor agreement at our Menomonee Falls, Wisconsin metal container manufacturing facility that provided for the withdrawal for that facility from the Central States Pension Plan, resulted in our complete withdrawal from the Central States Pension Plan. We estimate net rationalization charges for this plan of $3.5 million for the plant closings and $62.0 million for the withdrawal from the Central States Pension Plan. We recorded total rationalization charges for this plan of $1.3 million, $4.1 million and $46.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Rationalization charges in 2019 were largely to recognize the present value of the estimated withdrawal liability related to the Central States Pension Plan. Remaining expenses and cash expenditures for the plant closings are not expected to be significant. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.0 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually through 2040.
We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify
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opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $9.9 million, $13.0 million and $8.7 million in 2021, 2020 and 2019, respectively. Exclusive of the footprint optimization plan for our metal containers business and withdrawal from the Central States Pension Plan as discussed above, additional remaining cash spending under our rationalization plans are expected to be $4.0 million. You should also read Note 4 to our Consolidated Financial Statements for the year ended December 31, 2021 included elsewhere in this Annual Report.
CRITICAL ACCOUNTING POLICIES ESTIMATES
U.S. generally accepted accounting principles require estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes. Some of these estimates and assumptions require difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. We believe that our accounting policies for pension expense and obligations and rationalization charges income taxes and acquisition reserves and testing goodwill and other intangible assets with indefinite lives for impairment reflect the more significant judgments and estimates in our consolidated financial statements. You should also read our Consolidated Financial Statements for the year ended December 31, 20172021 and the accompanying notes included elsewhere in this Annual Report.
Our pension expense and obligations are developed from actuarial valuations. Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets. We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality and turnover and are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The discount rate represents the market rate for non-callable high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations under our pension benefit plans. A decrease in the discount rate increases the present value of benefit obligations and increases pension expense, while an increase in the discount rate decreases the present value of benefit obligations and decreases pension expense. A 25 basis point change in the discount rate would have a countervailing impact on our annual pension expense by approximately $2.3$1.4 million. For 2017,2021, we decreasedincreased our domestic discount rate to 2.9 percent from 4.4 percent to 3.82.5 percent to reflect market interest rate conditions. We consider the current and expected asset allocations of our pension benefit plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rate of return on plan assets. A 25 basis point change in the expected long-term rate of return on plan assets would have a countervailing impact on our annual pension expense by approximately $2.1$2.6 million. Our expected long-term rate of return on plan assets will remain atdecrease from 8.5 percent to 6.9 percent in 2018.2022 due to changes in our investment allocations for our pension benefit plans effected in early 2022.
Historically, we have maintained a strategy of acquiring businesses and enhancing profitability through productivity and cost reduction opportunities. Acquisitions require us to estimate the fair value of the assets acquired and liabilities assumed in the transactions. These estimates of fair value are based on market participant perspectives when available and our business plans for the acquired entities, which include eliminating operating redundancies, facility closings and rationalizations and assumptions as to the ultimate resolution of liabilities assumed. We also continually evaluate the operating performance of our existing facilities and our business requirements and, when deemed appropriate, we exit or rationalize existing operating facilities. Establishing reserves for acquisition plans and facility rationalizations requires the use of estimates. Although we believe that these estimates accurately reflect the costs of these plans, actual costs incurred may differ from these estimates.
Goodwill and other intangible assets with indefinite lives are reviewed for impairment each year and more frequently if circumstances indicate a possible impairment. Our tests for goodwill impairment require us to make certain assumptions regardingto determine the expected earnings and cash flowsfair value of our reporting units. These assumptions are based onIn 2021, we calculated the fair value of our internal forecasts.reporting units using the market approach, which required us to estimate future expected earnings before interest, income taxes, depreciation and amortization, or EBITDA, and estimate EBITDA market multiples using publicly available information for each of our reporting units. Developing these assumptions requires the use of significant judgment and estimates. Actual results may differ from these forecasts. If an impairment were to be identified, it could result in additional expense recorded in our consolidated statements of income. In January 2017, the Financial Accounting Standards Board, or the FASB, issued an accounting standards update, or ASU, that provides guidance to simplify the test for goodwill impairment. This guidance eliminates the requirement to assign the fair value of a reporting unit to each of its assets and liabilities to quantify a goodwill impairment charge. Under this amended guidance, the goodwill impairment charge to be recognized will be determined based on comparing the carrying value of the reporting unit to its fair value. As permitted, we have adopted this amendment early in conjunction with our annual assessment of goodwill as of July 1, 2017 and have applied it prospectively. The adoption of this amendment did not have any effect on our financial position, results of operations or cash flows.


On December 22, 2017, the 2017 Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35 percent to 21 percent for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide to a territorial tax system and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings. We have estimated our provision for income taxes for 2017 in accordance with the 2017 Tax Act and guidance available as of the date of this Annual Report and recorded $110.9 million as an additional income tax benefit in the fourth quarter of 2017. This provisional amount is primarily related to the

41

remeasurement of net deferred tax liabilities to reflect lower future cash tax obligations as a result of the reduction in the federal corporate tax rate under the 2017 Tax Act.

On December 22, 2017, Staff Accounting Bulletin No. 118, or SAB 118, was issued by the staff of the SEC to address the application of U.S. generally accepted accounting principles in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118, we have determined that the $110.9 million deferred tax benefit recorded in the fourth quarter of 2017 primarily in connection with the remeasurement of net deferred tax liabilities and the computation of no tax expense to be recorded in connection with the transition tax on the mandatory deemed repatriation of cumulative foreign earnings were provisional amounts and a reasonable estimate at December 31, 2017. Additional work is necessary to complete the analysis of our deferred tax assets and liabilities and our historical foreign earnings. Any subsequent adjustment to these amounts will be recorded to current tax expense in the fiscal quarter of 2018 during which the analysis is completed.
NEW ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued an ASU that amends the guidance for revenue recognition. This amendment contains principles that will require an entity to recognize revenue to depict the transfer of goods and services to customers at an amount that an entity expects to be entitled to in exchange for those goods or services. We will adopt this amendment on January 1, 2018, using the modified retrospective method. The adoption of this amendment will require us to accelerate the recognition of revenue as compared to the current standards for certain customers in cases where we produce products with no alternative use to us and for which we have an enforceable right of payment for production completed to date. We do not expect that this amendment will have a material impact on our financial position, results of operations or cash flows.
In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will require us 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.
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. This amendment will be effective for us on January 1, 2018. This amendment is required to be adopted using a retrospective approach and is not expected to 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 will require 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 will be limited to the service cost component. We will adopt this amendment on January 1, 2018. This amendment is required to be adopted (i) retrospectively with respect to the disaggregation of the service cost component from the other components of net periodic benefit cost and the separate reporting of the other components of net periodic benefit cost and (ii) prospectively with respect to the capitalization in assets of the service cost component. We do not expect that this amendment will have a material impact on our financial position, results of operations or cash flows.
FORWARD-LOOKING STATEMENTS
The statements we have made in “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and elsewhere in this Annual Report which 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 the Securities Exchange Act of 1934, as amended, or the Exchange Act. These 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. Therefore, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.
The discussion in our “Risk Factors” and our “Management’s Discussion and Analysis of Results of Operations and Financial Condition” sections highlight some of the more important risks identified by our management, but should not be assumed to be the only factors that could affect future performance. Other factors that could cause the actual results of our operations or our financial condition to differ from those expressed or implied in these forward-looking statements include, but are not necessarily limited to, our ability to satisfy our obligations under our contracts; the impact of customer claims;claims and disputes; compliance by our suppliers with the terms of our arrangements with them; changes in consumer preferences for different packaging products; changes in general economic conditions; the idling or loss of one or more of our significant manufacturing facilities; our ability to finance any increase in our net working capital in the event that our supply chain financing arrangements end; the adoption of, or changes in, new accounting standards or interpretations; changes in income tax provisions;rates in any jurisdiction where we conduct business; and other factors described elsewhere in this Annual Report or in our other filings with the SEC.
Except to the extent required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Private Securities Litigation Reform Act of 1995 should not be construed as exhaustive or as any admission regarding the adequacy of our disclosures. Certain risk factors are detailed from time to time in our various public filings. You are advised, however, to consult any further disclosures we make on related subjects in our filings with the SEC.
You can identify forward-looking statements by the fact that they do not relate strictly to historic or current facts. Forward-looking statements use terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “should,” “seeks,” “pro forma” or similar expressions in connection with any disclosure of future operating or financial performance. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described under “Risk Factors,” that may cause our actual results of operations, financial condition, levels of activity, performance or achievements to be materially different from any future results of operations, financial condition, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.
ITEM 7A. QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international dispensing and specialty closures and metal container and closures operations and our Canadian plasticcustom 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.
INTEREST RATE RISK
Our interest rate risk management objective is to limit the impact of interest rate changes on our net income and cash flow. To achieve our objective, we regularly evaluate the amount of our variable rate debt as a percentage of our aggregate debt. During 2021, our average outstanding variable rate debt, after taking into account the average outstanding notional amount of our interest rate swap agreements, was 20 percent of our average outstanding total debt. At December 31, 2017,2021, our outstanding variable rate debt, after taking into account interest rate swap agreements, was approximately 3524 percent of our outstanding total debt, and we had no interest rate swap agreements outstanding.debt. Over the course of the year, we also borrow revolving loans under our revolving loan facilities which bear interest at variable rates to fund our seasonal working capital needs. During 2017, our average outstanding variable rate debt, after taking into account the average outstanding notional amount of our interest rate swap agreements, was 42 percent of our average outstanding total debt. Historically,From time to time, we had managedmanage a portion of our exposure to interest rate fluctuations in our variable rate debt through interest rate swap agreements. As of December 31, 2021, we have two U.S. dollar interest rate swap agreements outstanding, each for $50.0 million notional principal amount, which
42

mature in 2023. These agreements effectively convertedconvert interest rate exposure from variable rates to fixed rates of interest. We had entered into these agreements with banks under our Credit Agreement, and our obligations under these agreements were guaranteed and secured on a pari passu basis with our obligations under our Credit Agreement. Depending upon future market conditions and our level of outstanding variable rate debt, we may enter into additional interest rate swap or hedge agreements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility. You should also read Notes 89 and 910 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.

Based on the average outstanding amount of our variable rate indebtedness in 2017,2021, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 20172021 interest expense by an aggregate of approximately $11.6$7.0 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2017.2021.
FOREIGN CURRENCY EXCHANGE RATE RISK
Currently, we conduct a portion of our manufacturing and sales activity outside the United States, primarily in Europe. In an effort to minimize foreign currency exchange risk, we have financed our acquisitions of our European operations primarily with borrowings denominated in Euros. We also have operations in Canada, Mexico, Asia and South America that are not considered significant to our consolidated financial statements. Where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency risk related to foreign operations. In addition, we are exposed to gains and losses from limited transactions of our operations denominated in a currency other than the functional currency of such operations. We are also exposed to possible losses in the event of a currency devaluation in any of the foreign countries where we have operations. We generally do not utilize external derivative financial instruments to manage our foreign currency risk. You should also read Note 910 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.
COMMODITY PRICING RISK
    
We purchase raw materials for our products such as metal and resins. These raw materials are generally purchased pursuant to contracts or at market prices established with the vendor. In general, we do not engage in hedging activities for these raw materials due to our ability to pass on price changes to our customers.
We also purchase commodities, such as natural gas and electricity, and are subject to risks on the pricing of these commodities. In general, we purchase these commodities pursuant to contracts or at market prices. We manage a portion of our exposure to natural gas price fluctuations through natural gas swap agreements. These agreements effectively convert pricing exposure for natural gas from market pricing to a fixed price. The total fair value of our natural gas swap agreements in effect at December 31, 20172021 and 20162020 and during such years was not significant. You should also read Note 910 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report.

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ITEM 8. FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA.
We refer you to Item 15, “Exhibits and Financial Statement Schedules,” below for a listing of financial statements and schedules included in this Annual Report, which are incorporated here in this Annual Report by this reference.
ITEM 9. CHANGESINAND DISAGREEMENTSWITH ACCOUNTANTSON ACCOUNTINGAND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLSAND PROCEDURES.
DISCLOSURE CONTROLSAND PROCEDURES
As required by Rule 13a-15(e) of 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 Annual 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 SEC’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 Annual Report that have materially affected, or are reasonably likely to materially affect, these internal controls.
On April 6, 2017,In 2021, we acquired SDS.Silgan Specialty Packaging, Unicep and Easytech. You should read Note 23 to our Consolidated Financial Statements for the year ended December 31, 20172021 included elsewhere in this Annual Report for further information on our acquisition of SDS.these acquisitions. We are currently in the process of integrating the internal controls and procedures of SDSSilgan Specialty Packaging, Unicep and Easytech into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the SEC, we will include the internal controls and procedures of SDSSilgan Specialty Packaging, Unicep and Easytech in our annual assessment of the effectiveness of our internal control over financial reporting for our 20182022 fiscal year.
MANAGEMENT’S REPORTON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017,2021, except for the internal controls of SDS,Silgan Specialty Packaging, Unicep and Easytech, which constituted in the aggregate twelve3 percent of our total assets, excluding goodwill and other intangible assets, net, as of December 31, 20172021 and eleven percent and thirteen1 percent of our consolidated net sales and income from operations, respectively, for the year then ended. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on this assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2017.2021.
The effectiveness of our internal control over financial reporting as of December 31, 20172021 has been audited by Ernst & Young LLP (PCAOB ID: 42), our independent registered public accounting firm, and Ernst & Young LLP has issued an attestation report on our internal control over financial reporting which is provided below.

44


REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE STOCKHOLDERS AND BOARDOF DIRECTORSANDOF STOCKHOLDERSOF SILGAN HOLDINGS INC.
OPINIONON INTERNAL CONTROLOVER FINANCIAL REPORTING
We have audited Silgan Holdings Inc.’s internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Silgan Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on the COSO criteria.
As indicated in the accompanying Management’sManagement's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the specialty closuresSilgan Specialty Packaging, Unicep and dispensing systems operations acquired from WestRock Company,Easytech, which isare included in the 20172021 consolidated financial statements of the Company and constituted twelvein the aggregate three percent of total assets, excluding goodwill and other intangible assets, net, as of December 31, 20172021 and eleven percent and thirteenone percent of consolidated net sales and income from operations, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the specialty closuresSilgan Specialty Packaging, Unicep and dispensing systems operations acquired from WestRock Company.Easytech.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 20172021 consolidated financial statements of the Company and our report dated March 1, 2018February 24, 2022 expressed an unqualified opinion thereon.
BASIS FOROPINION
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
DEFINITIONAND LIMITATIONSOF INTERNAL CONTROL OVER FINANCIAL REPORTING
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 1, 2018

February 24, 2022

45


ITEM 9B. OTHER INFORMATION.
None.



ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.

46

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE.
The information with respect to directors, executive officers and corporate governance required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2018.2022.
ITEM 11. EXECUTIVE COMPENSATION.
The information with respect to executive compensation required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2018.2022.
ITEM 12. SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.
The information with respect to security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2018.2022.
ITEM 13. CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information with respect to certain relationships and related transactions, and director independence required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2018.2022.
ITEM 14. PRINCIPAL ACCOUNTING FEESAND SERVICES.
The information with respect to principal accountant fees and services required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2018.2022.



47

PART IV
ITEM 15. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES.
FINANCIAL STATEMENTS:
F-F-11
F-F-24
F-F-35
Consolidated Statements of Comprehensive Income for the years ended December  31, 2017,
20162021, 2020 and 20152019
F-F-46
Consolidated Statements of Stockholders’ Equity for the years ended December  31, 2017,
20162021, 2020 and 20152019
F-F-57
Consolidated Statements of Cash Flows for the years ended December  31, 2017, 20162021, 2020 and 20152019
F-F-68
F-F-79
SCHEDULE:
II.
Valuation and Qualifying Accounts for the years ended December 31, 2017, 20162021, 2020 and 20152019
F-F-3844
All other financial statement schedules not listed have been omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.




































EXHIBITS:

48

EXHIBITS:
Exhibit
Number
Description
3.1
3.1
3.2
3.3
3.4
3.5
3.6
3.53.7
4.1
4.2
Form of Silgan Holdings Inc. 5% Senior Note due 2020 (incorporated by reference to Exhibit 4.2 filed with our Registration Statement on Form S-4, dated June 22, 2012, Registration Statement No. 333-182291).
4.3
Indenture, dated as of September 9, 2013, by and between Silgan Holdings Inc. and U.S. Bank National Association, as trustee, with respect to the 5½% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 filed with our Current Report on Form 8-K, dated September 13, 2013, Commission File No. 000-22117).
4.4
Form of Silgan Holdings Inc. 5½% Senior Note due 2022 (incorporated by reference to Exhibit 4.2 filed with our Current Report on Form 8-K, dated September 13, 2013, Commission File No. 000-22117).
4.5
Indenture, dated as of February 13, 2017, with respect to the 4¾% Senior Notes due 2025 and the 3¼% Senior Notes due 2025, by and among Silgan Holdings Inc., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent in respect of the 3¼% Senior Notes due 2025, and Elavon Financial Services DAC, as registrar and transfer agent in respect of the 3¼% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 filed with our Current Report on Form 8-K, dated February 17, 2017, Commission File No. 000-22117).
4.64.2
*4.3
4.4


4.74.5


49

4.8
Exhibit
Number
Description
4.6
4.7
4.8
Second Supplemental Indenture to the Indenture dated as of November 12, 2019 with respect to the 4⅛% Senior Notes due 2028, by and among Silgan Holdings Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Wells Fargo Securities, LLC, Wells Fargo Securities International Limited, Goldman, Sachs & Co., HSBC Securities (USA)certain U.S. subsidiaries of Silgan Holdings Inc., Mizuho Securities USA Inc., Mizuho International PLC, Rabo Securities USA, Inc., Coöperatieve Rabobank U.A., Scotia Capital (USA) Inc., Scotiabank Europe PLC, SMBC Nikko Securities America, Inc., SMBC Nikko Capital Markets Limited, SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, MUFG Securities Americas Inc., MUFG Securities EMEA plc, BMO Capital Markets Corp., CIBC World Markets Corp., PNC Capital Markets LLC, RB International Markets (USA) LLC and RaiffeisenU.S. Bank International AGNational Association, as trustee (incorporated by reference to Exhibit 4.4 filed with our Current Report on Form 8-K, dated February 17, 2017,12, 2021, Commission File No. 000-22117).
*4.9
4.10
4.11
4.12
*4.13
4.14


4.15
*4.16
4.17
4.18

50

Exhibit
Number
Description
10.1
10.1
10.2
Amended and Restated Credit Agreement, dated as of March 24, 2017, among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Plastics Canada Inc., Silgan Holdings B.V., Silgan International Holdings B.V., each other revolving borrower party thereto from time to time, each other incremental term loan borrower party thereto from time to time, various lenders party thereto from time to time, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Co-Syndication Agents, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., TD Bank, N.A. and CoBank, ACB, as Co-Documentation Agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K, dated March 30, 2017, Commission File No. 000-22117).
+10.3
10.4
10.5
+10.6
+10.410.7
+10.510.8
+10.610.9
+10.710.10
+10.11
51

+10.8
Exhibit
Number
Description
+10.12
+10.910.13
Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Appendix A of our Definitive Proxy Statement on Schedule 14A, dated April 21, 2015, Commission File No. 000-22117).
+10.1010.14
+10.15
Second Amendment to the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, Commission File No. 000-22117).
+10.16
+10.1110.17
+10.1210.18
+10.1310.19
+10.1410.20

+10.21
Exhibit
Number
Description
+10.15
Second Amendment to Silgan Containers Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.28 filed with our Annual Report on Form 10-K for the year ended December 31, 2010, Commission File No. 000-22117).
+10.1610.22
+10.1710.23
10.1810.24
PurchaseSecurities and Assets Sale Agreement, dated as of January 23, 2017 by andApril 21, 2020, among Silgan Holdings LLC,Inc., Silgan White Cap Holdings Spain, S.L., SilganInternational Holdings B.V., WestRock MWV, LLC, solely for purposes of Sections 4.19Silgan Dispensing Systems Holdings Company, Silgan Dispensing Systems Brazil Packaging Industry Ltda., Silgan Dispensing Systems (Wuxi) Co., Ltd., Twist Beauty Packaging S.A.S., Twist Beauty Packaging Holding France S.A.S., Albéa Services SAS, Twist Beauty Packaging Holdings Corp., Twist Beauty Packaging Holding Mexico S. DE R.L DE CV, and 9.2 and Article 11, WestRock Company, and, solely for purposes of Sections 4.8, 4.19 and 9.1 and ARTICLE 11, Silgan Holdings Inc.Albéa Packaging (Suzhou) Co. Ltd. (incorporated by reference to Exhibit 2.1 filed with our Current Report on Form 8-K, dated January 27, 2017,April 23, 2020, Commission File No. 000-22117).


10.1914
*12    
Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 2017, 2016, 2015, 2014 and 2013.
14
Code of Ethics applicable to Silgan Holdings’ principal executive officer(s), principal financial officer, principal accounting officer or controller or persons performing similar functions (incorporated by reference to Exhibit 14 filed with our Annual Report on Form 10-K for the year ended December 31, 2003, Commission File No. 000-22117).
*21
*23    22
*23
52

Exhibit
Number
Description
*31.1  
*31.2  
*32.1  
*32.2  
*101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.INSXBRL Instance Document.
*101.SCH
*101.SCHInline XBRL Taxonomy Extension Schema Document.
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

___________________ 
*Filed herewith.
+ Management contract or compensatory plan or arrangement.




ITEM 16. FORM 10-K SUMMARY.
None.



53

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILGAN HOLDINGS INC.
Date: March 1, 2018February 24, 2022By:/s/    AnthonyAdam J. AllottGreenlee
AnthonyAdam J. AllottGreenlee
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/    Anthony J. AllottChairman of the BoardFebruary 24, 2022
(Anthony J. Allott)
Signature/s/    Leigh J. AbramsonTitleDirectorDateFebruary 24, 2022
(Leigh J. Abramson)
/s/    William T. DonovanDirectorFebruary 24, 2022
(William T. Donovan)
/s/    Kimberly A. FieldsDirectorFebruary 24, 2022
(Kimberly A. Fields)
/s/    D. Greg HorriganDirectorFebruary 24, 2022
(D. Greg Horrigan)
/s/    Joseph M. JordanDirectorFebruary 24, 2022
(Joseph M. Jordan)
/s/    Brad A. LichDirectorFebruary 24, 2022
(Brad A. Lich)
/s/    R. Philip SilverCo-Chairman of the BoardDirectorMarch 1, 2018February 24, 2022
(R. Philip Silver)
/s/    D. Greg HorriganAdam J. GreenleeCo-Chairman of the BoardPresident andMarch 1, 2018February 24, 2022
(D. Greg Horrigan)Adam J. Greenlee)
/s/    John W. AldenDirectorMarch 1, 2018
(John W. Alden)
/s/    William T. DonovanDirectorMarch 1, 2018
(William T. Donovan)
/s/    William C. JenningsDirectorMarch 1, 2018
(William C. Jennings)
/s/    Joseph M. JordanDirectorMarch 1, 2018
(Joseph M. Jordan)
/s/    Anthony J. AllottPresident andMarch 1, 2018
(Anthony J. Allott)Chief Executive Officer and Director
(Principal Executive Officer)
/s/    Robert B. LewisExecutive Vice President andMarch 1, 2018February 24, 2022
(Robert B. Lewis)Chief Financial Officer
(Principal Financial and Accounting Officer)

54

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors and Stockholders of Silgan Holdings Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Silgan Holdings Inc. (the Company) as of December 31, 20172021 and 2016, and2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2018February 24, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.








F-1

Valuation of Goodwill
Description of the MatterAt December 31, 2021, the Company’s goodwill was $2.0 billion. As discussed in Note 1 to the consolidated financial statements, goodwill is tested for impairment each year and more frequently if circumstances indicate a possible impairment.
Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units. In particular, the determination of the fair value of the reporting units using the market approach requires management to make significant assumptions related to forecasts of future earnings before interest, income taxes, depreciation and amortization (EBITDA) and the market multiples that are applied to the EBITDA forecast, which are affected by expectations of future market and economic conditions.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s development and review of the significant assumptions described above.
To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions described above and the completeness and accuracy of the underlying data used by the Company in its analysis. For example, we compared the significant assumptions used by management to the Company's historical performance and current industry and economic trends and evaluated whether changes to such factors would affect the significant assumptions. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In performing our testing, we utilized internal valuation specialists to assist us in evaluating the Company's valuation model and related significant assumptions. In addition, we tested the reconciliation of the fair value of the reporting units to the market capitalization of the Company.
Valuation of Intangible Assets from Acquisitions
Description of the MatterAs described in Note 3 to the consolidated financial statements, during the year ended December 31, 2021, the Company completed three acquisitions for total consideration of $747.9 million, net of cash acquired. The transactions were accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities.
Auditing the Company's accounting for the Silgan Specialty Packaging and Unicep acquisitions required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for acquired customer relationships. The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of these customer relationships as well as the sensitivity of the respective fair values to the underlying significant assumptions. The significant assumptions used to estimate the fair value of the acquired customer relationships included discount rates, revenue growth rates, and operating margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
F-2

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the valuation of intangible assets from the acquisitions. For example, we tested controls over management's review of the valuation models and the significant assumptions described above.
To test the estimated fair value of the acquired customer relationships we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company. For example, we compared the revenue growth rates and operating margins to the historical results of the acquired businesses. We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired customer relationships that would result from changes in the significant assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company.


/s/ Ernst & Young LLP
We have served as the Company's auditor since 1987.
Stamford, Connecticut


March 1, 2018February 24, 2022

F-3

SILGAN HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, 20172021 and 20162020
(Dollars in thousands, except share and per share data)



20212020
Assets
Current assets:
Cash and cash equivalents$631,439 $409,481 
Trade accounts receivable, less allowances
of $6,700 and $6,803, respectively
711,332 619,535 
Inventories798,837 677,534 
Prepaid expenses and other current assets154,241 92,643 
Total current assets2,295,849 1,799,193 
Property, plant and equipment, net1,993,877 1,840,758 
Goodwill2,038,408 1,741,496 
Other intangible assets, net830,772 637,208 
Other assets, net611,940 492,931 
$7,770,846 $6,511,586 
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt$20,251 $28,036 
Trade accounts payable1,133,318 802,541 
Accrued payroll and related costs109,279 130,088 
Accrued liabilities245,674 230,955 
Total current liabilities1,508,522 1,191,620 
Long-term debt3,772,926 3,223,217 
Deferred income taxes435,252 355,995 
Other liabilities491,450 487,881 
Commitments and contingencies00
Stockholders’ equity:
Common stock ($0.01 par value per share; 400,000,000 shares authorized, 175,112,496 shares issued and 110,410,229 and 110,057,027 shares outstanding, respectively)1,751 1,751 
Paid-in capital325,448 306,363 
Retained earnings2,691,745 2,395,395 
Accumulated other comprehensive loss(259,828)(260,953)
Treasury stock at cost (64,702,267 and 65,055,469 shares, respectively)(1,196,420)(1,189,683)
Total stockholders’ equity1,562,696 1,252,873 
$7,770,846 $6,511,586 

See notes to consolidated financial statements.
F-4
 2017 2016
Assets   
Current assets:   
Cash and cash equivalents$53,533
 $24,690
Trade accounts receivable, less allowances
of $5,339 and $4,073, respectively
454,637
 288,197
Inventories721,290
 602,963
Prepaid expenses and other current assets62,462
 46,328
Total current assets1,291,922
 962,178
Property, plant and equipment, net1,489,872
 1,156,952
Goodwill1,171,454
 604,714
Other intangible assets, net417,088
 180,782
Other assets, net275,113
 244,764
 $4,645,449
 $3,149,390
Liabilities and Stockholders’ Equity   
    
Current liabilities:   
Revolving loans and current portion of long-term debt$108,789
 $217,127
Trade accounts payable659,629
 504,798
Accrued payroll and related costs66,257
 46,275
Accrued liabilities123,602
 93,625
Total current liabilities958,277
 861,825
    
Long-term debt2,438,502
 1,344,456
Deferred income taxes262,394
 298,420
Other liabilities220,211
 175,274
    
Commitments and contingencies   
Stockholders’ equity:   
Common stock ($0.01 par value per share; 200,000,000 shares authorized, 175,112,496 and 87,566,248 shares issued and 110,385,344 and 55,051,158 shares outstanding, respectively)1,751
 876
Paid-in capital262,201
 249,763
Retained earnings1,809,845
 1,558,594
Accumulated other comprehensive loss(188,973) (223,856)
Treasury stock at cost (64,727,152 and 32,505,090 shares,
   respectively)
(1,118,759) (1,115,962)
Total stockholders’ equity766,065
 469,415
 $4,645,449
 $3,149,390





SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2017, 20162021, 2020 and 20152019
(Dollars in thousands, except per share data)



202120202019
Net sales$5,677,105 $4,921,943 $4,489,927 
Cost of goods sold4,758,689 4,054,544 3,776,183 
Gross profit918,416 867,399 713,744 
Selling, general and administrative expenses378,105 377,676 315,703 
Rationalization charges15,010 16,031 56,351 
Other pension and postretirement income(50,812)(38,694)(17,796)
Income before interest and income taxes576,113 512,386 359,486 
Interest and other debt expense before loss on
early extinguishment of debt
108,428 103,827 105,674 
Loss on early extinguishment of debt1,372 1,481 1,676 
Interest and other debt expense109,800 105,308 107,350 
Income before income taxes466,313 407,078 252,136 
Provision for income taxes107,232 98,356 58,322 
Net income$359,081 $308,722 $193,814 
Basic net income per share$3.25 $2.79 $1.75 
Diluted net income per share$3.23 $2.77 $1.74 





See notes to consolidated financial statements.
F-5
 2017 2016 2015
Net sales$4,089,854
 $3,612,914
 $3,763,971
Cost of goods sold3,428,738
 3,079,378
 3,209,845
Gross profit661,116
 533,536
 554,126
Selling, general and administrative expenses298,300
 214,745
 219,907
Rationalization charges5,826
 19,061
 14,407
Income from operations356,990
 299,730
 319,812
Interest and other debt expense before loss on
early extinguishment of debt
110,257
 67,813
 66,926
Loss on early extinguishment of debt7,052
 —
 —
Interest and other debt expense117,309
 67,813
 66,926
Income before income taxes239,681
 231,917
 252,886
(Benefit) provision for income taxes(29,978) 78,566
 80,473
Net income$269,659
 $153,351
 $172,413
      
Basic net income per share (a)
$2.44
 $1.28
 $1.41
Diluted net income per share (a)
$2.42
 $1.27
 $1.41
Dividends per share (a)
$0.36
 $0.34
 $0.32

______________________

(a)
Per share amounts for 2016 and 2015 have been retroactively adjusted for the two-for-one stock split discussed in
Note 1.




SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2017, 20162021, 2020 and 20152019
(Dollars in thousands)
 





202120202019
Net income$359,081 $308,722 $193,814 
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and net actuarial losses, net of
tax (provision) benefit of $(18,850), $11,007 and $(2,540), respectively
49,130 (29,502)15,364 
Change in fair value of derivatives, net of tax (provision) benefit
of $(725), $461 and $683, respectively
2,329 (1,474)(2,174)
Foreign currency translation, net of tax (provision) benefit
 of $(9,695), $15,692 and $(1,559), respectively
(50,334)29,765 (4,124)
Other comprehensive income (loss)1,125 (1,211)9,066 
Comprehensive income$360,206 $307,511 $202,880 

See notes to consolidated financial statements.
F-6
 2017 2016 2015
Net income$269,659
 $153,351
 $172,413
Other comprehensive income (loss), net of tax:     
Changes in net prior service credit and net actuarial losses, net of
tax benefit (provision) of $3,017, $(1,786) and $(1,960), respectively
(6,293) 1,175
 4,972
Change in fair value of derivatives, net of tax benefit (provision)
of $355, $(906) and $(129), respectively
(613) 1,528
 210
Foreign currency translation, net of tax benefit (provision)
 of $17,131, $(2,829) and $(9,949), respectively
63,874
 (17,753) (48,364)
Other comprehensive income (loss)56,968
 (15,050) (43,182)
Comprehensive income$326,627
 $138,301
 $129,231




SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2017, 20162021, 2020 and 20152019
(Dollars and shares in thousands)thousands, except per share data)




202120202019
Common stock - shares outstanding
Balance at beginning of period110,057 110,780 110,430 
Net issuance of treasury stock for vested restricted stock units353 365 758 
Repurchases of common stock— (1,088)(408)
Balance at end of period110,410 110,057 110,780 
Common stock - par value
Balance at beginning and end of period$1,751 $1,751 $1,751 
Paid-in capital
Balance at beginning of period306,363 289,422 276,062 
Stock compensation expense20,921 18,780 17,078 
Net issuance of treasury stock for vested restricted stock units(1,836)(1,839)(3,718)
Balance at end of period325,448 306,363 289,422 
Retained earnings
Balance at beginning of period2,395,395 2,141,302 1,997,785 
Net income359,081 308,722 193,814 
Dividends declared on common stock(62,731)(53,964)(49,704)
Adoption of accounting standards update related to credit losses in 2020 and leases in 2019— (665)(593)
Balance at end of period2,691,745 2,395,395 2,141,302 
Accumulated other comprehensive loss
Balance at beginning of period(260,953)(259,742)(268,808)
Other comprehensive income (loss)1,125 (1,211)9,066 
Balance at end of period(259,828)(260,953)(259,742)
Treasury stock
Balance at beginning of period(1,189,683)(1,149,411)(1,125,525)
Net issuance of treasury stock for vested restricted stock units(6,737)(4,382)(11,774)
Repurchases of common stock— (35,890)(12,112)
Balance at end of period(1,196,420)(1,189,683)(1,149,411)
Total stockholders' equity$1,562,696 $1,252,873 $1,023,322 
Dividends declared on common stock per share$0.56 $0.48 $0.44 

See notes to consolidated financial statements.
F-7
 Common Stock 
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Stockholders’
Equity
 
Shares
Outstanding
 
Par
Value
 
Balance at January 1, 201563,203
 876
 225,449
 1,313,521
 (165,624) (664,266) 709,956
Net income—
 —
 —
 172,413
 —
 —
 172,413
Other comprehensive loss—
 —
 —
 —
 (43,182) —
 (43,182)
Dividends declared on common
stock
—
 —
 —
 (39,741) —
 —
 (39,741)
Stock compensation expense—
 —
 12,403
 —
 —
 —
 12,403
Net issuance of treasury stock
for vested restricted stock units, including tax benefit of $359
96
 —
 (561) —
 —
 (1,972) (2,533)
Repurchases of common stock(2,906) —
 —
 —
 —
 (170,132) (170,132)
Balance at December 31, 201560,393
 876
 237,291
 1,446,193
 (208,806) (836,370) 639,184
Net income—
 —
 —
 153,351
 —
 —
 153,351
Other comprehensive loss—
 —
 —
 —
 (15,050) —
 (15,050)
Dividends declared on common
stock
—
 —
 —
 (40,877) —
 —
 (40,877)
Stock compensation expense—
 —
 13,018
 —
 —
 —
 13,018
Adoption of accounting standards update related to stock compensation accounting—
 —
 598
 (73) —
 —
 525
Net issuance of treasury stock
for vested restricted stock units
114
 —
 (1,144) —
 —
 (2,286) (3,430)
Repurchases of common stock(5,456) —
 —
 —
 —
 (277,306) (277,306)
Balance at December 31, 201655,051
 876
 249,763
 1,558,594
 (223,856) (1,115,962) 469,415
Net income—
 —
 —
 269,659
 —
 —
 269,659
Other comprehensive income—
 —
 —
 —
 56,968
 —
 56,968
Dividends declared on common
stock
—
 —
 —
 (40,493) —
 —
 (40,493)
Stock compensation expense—
 —
 14,639
 —
 —
 —
 14,639
Net issuance of treasury stock
for vested restricted stock units
192
 —
 (1,326) —
 —
 (2,797) (4,123)
Two-for-one stock split55,142
 875
 (875) —
 —
 —
 —
Adoption of accounting standards update related to reclassification of certain tax effects—
 —
 —
 22,085
 (22,085) —
 —
Balance at December 31, 2017110,385
 $1,751
 $262,201
 $1,809,845
 $(188,973) $(1,118,759) $766,065




SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2017, 2016,2021, 2020 and 20152019
(Dollars in thousands)









202120202019
Cash flows provided by (used in) operating activities:
Net income$359,081 $308,722 $193,814 
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization250,360 219,098 206,483 
Amortization of debt discount and debt issuance costs5,568 4,543 3,463 
Rationalization charges15,010 16,031 56,351 
Stock compensation expense20,921 18,780 17,078 
Loss on early extinguishment of debt1,372 1,481 1,676 
Deferred income tax provision (benefit)59,577 24,119 (20,859)
Other changes that provided (used) cash, net of
effects from acquisitions:
Trade accounts receivable, net(81,473)(49,415)3,800 
Inventories(109,548)11,363 53 
Trade accounts payable171,972 21,303 16,453 
Accrued liabilities(30,293)38,361 13,950 
Other, net(105,706)(11,879)15,093 
Net cash provided by operating activities556,841 602,507 507,355 
Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired(745,670)(940,875)— 
Capital expenditures(232,264)(224,177)(230,944)
Other, net1,975 1,868 854 
Net cash used in investing activities(975,959)(1,163,184)(230,090)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans1,185,437 1,041,709 1,194,120 
Repayments under revolving loans(1,196,064)(1,054,520)(1,292,280)
Changes in outstanding checks – principally vendors141,647 5,199 (4,664)
Proceeds from issuance of long-term debt1,499,725 1,639,661 400,000 
Repayments of long-term debt(900,000)(766,170)(359,432)
Debt issuance costs(11,073)(10,265)(4,825)
Dividends paid on common stock(62,495)(53,643)(50,840)
Repurchase of common stock(8,573)(42,111)(27,604)
Net cash provided by (used in) financing activities648,604 759,860 (145,525)
Effect of exchange rate changes on cash and cash equivalents(7,528)6,474 (735)
Cash and cash equivalents:
Net increase221,958 205,657 131,005 
Balance at beginning of year409,481 203,824 72,819 
Balance at end of year$631,439 $409,481 $203,824 
Interest paid, net$101,665 $89,535 $108,798 
Income taxes paid, net of refunds94,426 120,959 40,650 

See notes to consolidated financial statements.
F-8
 2017 2016 2015
Cash flows provided by (used in) operating activities:     
Net income$269,659
 $153,351
 $172,413
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
     
Depreciation and amortization174,062
 143,058
 142,192
Amortization of debt issuance costs4,259
 4,139
 4,156
Rationalization charges5,826
 19,061
 14,407
Stock compensation expense14,639
 13,018
 12,077
Loss on early extinguishment of debt7,052
 —
 —
Deferred income tax (benefit) provision(114,969) 45,011
 (13,278)
Other changes that provided (used) cash, net of
effects from acquisitions:
     
Trade accounts receivable, net(37,107) (10,867) 12,287
Inventories(17,228) 19,960
 (97,576)
Trade accounts payable84,102
 52,752
 43,822
Accrued liabilities4,321
 (20,145) 37,640
Other, net(4,851) (24,787) 7,625
Net cash provided by operating activities389,765
 394,551
 335,765
Cash flows provided by (used in) investing activities:     
Purchases of businesses, net of cash acquired(1,023,848) —
 (690)
Capital expenditures(174,429) (191,893) (237,302)
Proceeds from asset sales600
 11,555
 903
Net cash used in investing activities(1,197,677) (180,338) (237,089)
Cash flows provided by (used in) financing activities:     
Borrowings under revolving loans1,172,079
 919,482
 732,091
Repayments under revolving loans(1,316,758) (797,106) (729,843)
Changes in outstanding checks – principally vendors8,851
 (22,819) 18,961
Proceeds from issuance of long-term debt1,789,200
 —
 7,538
Repayments of long-term debt(755,037) (67,412) (37,304)
Debt issuance costs(16,964) —
 —
Dividends paid on common stock(40,493) (40,877) (39,741)
Repurchase of common stock(4,123) (280,736) (173,024)
Net cash provided by (used in) financing activities836,755
 (289,468) (221,322)
Cash and cash equivalents:     
Net increase (decrease)28,843
 (75,255) (122,646)
Balance at beginning of year24,690
 99,945
 222,591
Balance at end of year$53,533
 $24,690
 $99,945
      
Interest paid, net$97,595
 $65,471
 $63,954
Income taxes paid, net of refunds70,239
 58,147
 49,690


SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019





NOTE 1. SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. Silgan Holdings Inc., or Silgan, and its subsidiaries conduct business in three market3 segments: dispensing and specialty closures; metal containers; and custom containers. Our dispensing and specialty closures segment manufactures and sells dispensing systems and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. Our metal containers closures and plastic containers. Our metal container businesssegment is engaged in the manufacture and sale of steel and aluminum containers for human and pet food and general line products. Our closures business manufactures and sells metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. Our plastic container businesscustom containers segment manufactures and sells custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products. Our metal container business has operating facilities in North America, Europedispensing and Asia. Ourspecialty closures businesssegment has operating facilities in North and South America, Europe and Asia. Our plastic container business is basedmetal containers segment has operating facilities in North America, Europe and Asia. Our custom containers segment has operating facilities in North America.
Basis of Presentation. The consolidated financial statements include the accounts of Silgan and our subsidiaries. Newly acquired subsidiaries have been included in the consolidated financial statements from their dates of acquisition. All significant intercompany transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.
Generally, our subsidiaries that operate outside the United States use their local currency as the functional currency. The principal functional currency for our foreign operations is the Euro. Balance sheet accounts of our foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while revenue and expense accounts are translated at average rates prevailing during the year. Translation adjustments are reported as a component of accumulated other comprehensive loss. Gains or losses resulting from operating transactions denominated in foreign currencies that are not designated as a hedge are generally included in selling, general and administrative expenses in our Consolidated Statements of Income.
Deferred income taxesEffective with the first quarter of 2021, we renamed our closures segment as our dispensing and specialty closures segment and our plastic containers segment as our custom containers segment, in each case to better capture the evolving nature of December 31, 2016 previously included in other liabilities have been presented as a separate line item on the Consolidated Balance Sheettheir products and our ongoing strategic focus. Each of these segments continues to conform to current period presentation.

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 the number of shares outstanding, per share amounts and stock compensation has been retroactively adjusted in the accompanying financial statements and related footnotes to reflect this stock split for all periods presented, except for the Consolidated Balance Sheets and Statements of Stockholders’ Equity. Stockholders’ equity reflects the stock split by reclassifying from paid-in capital to common stock an amount equal to the par valueconsist of the additional shares issuedsame operations as a result of the stock split.prior to it being renamed.

Cash and Cash Equivalents. Cash equivalents represent short-term, highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase. As a result of our cash management system, checks issued for payment may create negative book balances. Checks outstanding in excess of related book balances are included in trade accounts payable in our Consolidated Balance Sheets. Changes in outstanding checks are included in financing activities in our Consolidated Statements of Cash Flows to treat them as, in substance, cash advances.
Inventories. Inventories are valued at the lower of cost or market (netnet realizable value).value. Cost for domestic inventories for our metal container business andof certain portions of our dispensing and specialty closures businesssegment and of domestic inventories of our metal containers segment is principally determined on the last-in, first-out basis, or LIFO. Cost for inventories for our plastic container business andof certain portions of our dispensing and specialty closures businesssegment and of our custom containers segment is principally determined on the first-in, first-out basis, or FIFO. Cost for foreign inventories for our metal container business andof certain portions of our dispensing and specialty closures businesssegment and of foreign inventories of our metal containers segment is principally determined on the average cost method.
Property, Plant and Equipment, Net. Property, plant and equipment, net is stated at historical cost less accumulated depreciation. Major renewals and betterments that extend the life of an asset are capitalized and repairs and maintenance expenditures are charged to expense as incurred. Design and development costs for

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


molds, dies and other tools that we do not own and that will be used to produce products that will be sold under long-term supply arrangements are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of depreciable assets. The principal estimated useful lives are 35 years for buildings and range between 3 years to 20 years for machinery and equipment. Leasehold improvements are amortized over the shorter of the life of the related asset or the life of the lease.
F-9

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

Goodwill and Other Intangible Assets, Net.Net. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that goodwill and other indefinite-lived intangible assets were not impaired in our annual assessment performed during the third quarter. Definite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis. Customer relationships have a weighted average life of approximately 2021 years. Other definite-lived intangible assets consist primarily of a trade namenames and technology know-how and have a weighted average life of approximately 8 years.
Impairment of Long-Lived Assets. We assess long-lived assets, including intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. An impairment exists if the estimate of future undiscounted cash flows generated by the assets is less than the carrying value of the assets. If impairment is determined to exist, any related impairment loss is then measured by comparing the fair value of the assets to their carrying amount.
Hedging Instruments. All derivative financial instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or other comprehensive loss, depending on whether a derivative is designated as part of a qualifying hedge transaction and, if it is, the type of hedge transaction.
We have historically utilizedutilize certain derivative financial instruments to manage a portion of our interest rate exposure and currently utilize certainnatural gas cost exposures. We generally limit our use of derivative financial instruments to manage a portion of ourinterest rate and natural gas cost exposure.swap agreements. We do not engage in trading or other speculative uses of these derivative 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 also 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.
Income Taxes. We account for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment of such change. No provision is made for U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested. The minimum tax on foreign earnings, more commonly referred to as the tax on Global Intangible Low-Taxed Income, is accounted for as a component of current income tax expense.
Revenue Recognition. RevenuesOur revenues are recognized whenprimarily 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 are shipped andfor which we have transferred control to customers. If the title and riskconsideration agreed to in a contract includes a variable amount, we estimate the amount of loss passconsideration we expect to be entitled to in exchange for transferring the promised goods to the customer. For those sites where we operate withinGenerally, revenue is recognized at a point in time for standard promised goods at the customer’s facilities,time of shipment when title and risk of loss pass to the customer, upon deliveryand 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 productpayment for production completed. The production cycle for customer contracts subject to clearly delineated areas withinover time recognition is generally completed in less than one month. Due to the common facility, at which timeshort-term duration of our production cycle, we recognize revenues. Shippinghave elected the practical expedient permitting us to exclude disclosure regarding our performance obligations with respect to outstanding purchase orders. We have elected to treat shipping and handling fees and costs incurred in connection with products sold are recorded in costafter the control of goods sold inhave been transferred to the customer as a fulfillment cost. Sales and similar taxes that are imposed on our Consolidated Statements of Income.sales and collected from customers are excluded from revenues.
Stock-Based Compensation. We currently have one1 stock-based compensation plan in effect under which we have issued stock options and restricted stock units to our officers, other key employees and outside directors. A restricted stock unit represents the right to receive one1 share of our common stock at a future date. Unvested
F-10

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

restricted stock units that have been issued do not have voting rights and may not be disposed of or transferred during the vesting period.

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


Recently Adopted Accounting Pronouncements. In January 2017, the Financial Accounting Standards Board, or the FASB, issued an accounting standards update, or ASU, that provides guidance to simplify the test for goodwill impairment. This guidance eliminates the requirement to assign the fair value of a reporting unit to each of its assets and liabilities to quantify a goodwill impairment charge. Under this amended guidance, the goodwill impairment charge to be recognized will be determined based on comparing the carrying value of the reporting unit to its fair value. As permitted, we have adopted this amendment early in conjunction with our annual assessment of goodwill as of July 1, 2017 and have applied it prospectively. The adoption of this amendment did not have any effect on our financial position, results of operations or cash flows.

In August 2017, the FASB issued an ASU that (i) amends the hedge accounting recognition and presentation requirements to better portray the economic results of an entity's risk management activities in its financial statements and (ii) simplifies the application of hedge accounting guidance under GAAP. This amendment requires an entity to present the earnings effect of the hedging instrument in the same income line item in which the earnings effect of the hedged item is reported. As permitted, we have adopted this amendment early, effective January 1, 2017, using a modified retrospective approach. The adoption of this amendment did not have any effect on our financial position, results of operations or cash flows.

In February 2018, the FASB issued an ASU that provides for the reclassification of stranded tax effects resulting from the decrease in the federal corporate tax rate and certain other tax effects as a result of the recently enacted legislation in the United States commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act, from accumulated other comprehensive loss to retained earnings. As permitted, we have adopted this amendment early, effective December 31, 2017. As a result of this amendment, we increased each of accumulated other comprehensive loss and retained earnings by $22.1 million. See Note 4 for further information.

Recently Issued Accounting Pronouncements. In May 2014, the FASB issued an ASU that amends the guidance for revenue recognition. This amendment contains principles that will require an entity to recognize revenue to depict the transfer of goods and services to customers at an amount that an entity expects to be entitled to in exchange for those goods or services. We will adopt this amendment on January 1, 2018, using the modified retrospective method. The adoption of this amendment will require us to accelerate the recognition of revenue as compared to the current standards for certain customers in cases where we produce products with no alternative use to us and for which we have an enforceable right of payment for production completed to date. We do not expect that this amendment will have a material impact on our financial position, results of operations or cash flows.
Pronouncements.In February 2016, the FASB issued an ASU that amends existing guidance for certain leases by lessees. This amendment will requirerequired us 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,We adopted this amendment clarifieson January 1, 2019, using the presentation requirements oftransition method which allowed us to recognize the effects of leases in the statementapplying this amendment as a cumulative effect to retained earnings as of income and statement of cash flows. This amendment will be effective for us on January 1, 2019. EarlyWe elected certain practical expedients permitted under the transition guidance for this amendment, which did not require us to reassess whether other contracts contain leases and allowed us to carryforward our lease classifications determined under the previous guidance. In addition, we elected to retain our previously determined assumptions concerning options to extend or terminate our leases. As a result of the 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, resultswe reduced retained earnings by $0.6 million as of operations and cash flows.
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. This amendment will be effective for us on January 1, 2018. This2019. The adoption of this amendment is required to be adopted using a retrospective approach and isdid not expected to have a material impact on our statementresults of operations or cash flows. See Note 11 for further information.

In March 2017,June 2016, the FASB issued an ASU that amends the presentationguidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of net periodic pensionfinancial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and net periodic postretirement benefit cost. This amendment will require an entity to disaggregate the service cost component from thecertain other components of net periodic benefit cost, to report the service cost component in the same line item asinstruments, including trade and 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 will be limited to the service cost component.receivables. We will adoptadopted this amendmentnew standard on January 1, 2018. This amendment is required2020, using the transition method which allowed us to be adopted (i) retrospectively with respectrecognize the effects of applying this standard as a cumulative effect to the disaggregationretained earnings as of January 1, 2020. As a result of the service cost component from the other componentsadoption of net

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


periodic benefit cost and the separate reportingthis standard, we reduced retained earnings by $0.7 million as of the other componentsJanuary 1, 2020. The adoption of net periodic benefit cost and (ii) prospectively with respect to the capitalization in assets of the service cost component. We dothis standard did not expect that this amendment will have a material impact on our financial position, results of operations or cash flows.

NOTE 2. REVENUE

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

    Revenues by segment were as follows:
202120202019
 (Dollars in thousands)
Dispensing and Specialty Closures$2,160,484 $1,712,433 $1,405,611 
Metal Containers2,808,065 2,557,980 2,473,214 
Custom Containers708,556 651,530 611,102 
 $5,677,105 $4,921,943 $4,489,927 
    
Revenues by geography were as follows:
202120202019
 (Dollars in thousands)
North America$4,341,364 $3,767,523 $3,593,961 
Europe and other1,335,741 1,154,420 895,966 
 $5,677,105 $4,921,943 $4,489,927 
NOTE 2. ACQUISITION

    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.
DISPENSING SYSTEMS ACQUISITION

F-11

On April 6, 2017, we acquiredSILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

    Trade accounts receivable, net are shown separately on our Consolidated Balance Sheets. Contract assets are the specialty closuresresult of the timing of revenue recognition, billings and dispensing systems operationscash collections. Our contract assets primarily consist of WestRock Company, now operating under the name Silgan Dispensing Systems, or SDS. SDS is a leading global supplier of highly engineered triggers, pumps, sprayersunbilled accounts receivable related to over time revenue recognition and dispensing closure solutions for health care, garden, personal care, home, beautywere $78.2 million and food products. It operates a global network of thirteen facilities across North and South America, Europe and Asia. SDS represents a strategically important acquisition for us, providing us with an opportunity to expand our closures franchise. SDS is included in our Closures segment$83.0 million as of the acquisition date.

For the year ended December 31, 2016, SDS generated net sales of approximately $570 million. We acquired SDS for a purchase price in cash of $1,023.8 million, net of cash acquired. We incurred acquisition related costs for SDS totaling $26.1 million, including $24.7 million2021 and $1.4 million for the years ended December 31, 2017 and 2016, respectively, which2020, respectively. Unbilled receivables are included in selling, general and administrative expenses intrade accounts receivable, net on our Consolidated StatementsBalance Sheets.


NOTE 3. ACQUISITIONS

GATEWAY PLASTICS LLC ACQUISITION

On September 20, 2021, we acquired Gateway Plastics LLC, or Silgan Specialty Packaging, a manufacturer of Income. We fundeddispensing closures and integrated dispensing packaging solutions, such as a combined container and closure or 100% recyclable dispensing beverage pods, for consumer goods products primarily for the food and beverage markets. The purchase price for this acquisition through term andof $483.8 million, net of cash acquired, was funded with revolving loan borrowings under our amended and restated senior secured credit facility. See Note 8facility, as amended, or the Credit Agreement. The purchase price is subject to adjustments for further information.

working capital, net indebtedness and seller's transaction expenses. The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 9)10). For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $204.8 million which is expected to be deductible for income tax purposes, a customer relationship intangible asset of $169.0 million with an estimated remaining life of 21 years and a technology know-how intangible asset of $3.4 million with an estimated remaining life of 5 years. The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets. Silgan Specialty Packaging's results of operations were included in our dispensing and specialty closures segment since the acquisition date and were not significant since such date.

UNICEP PACKAGING LLC ACQUISITION

On September 30, 2021, we acquired Unicep Packaging LLC, or Unicep, a Specialty Contract Manufacturer and Developer, or SCMD, solutions provider that develops, formulates, manufactures and sells precision dosing dispensing solutions, such as diagnostic test components, oral care applications and skin care products, primarily related to currentfor the health care, diagnostics, animal health, oral care and deferred income tax balances. Based upon revised estimates of fair value of certain assets and liabilities from our preliminarypersonal care markets. The purchase price allocation presented in our Quarterly Report on Form 10-Q for this acquisition of $236.9 million, net of cash acquired, was funded with revolving loan borrowings under the period ended June 30, 2017, we decreased goodwill by $12.0 million, primarily relatedCredit Agreement. The purchase price is subject to a decrease in deferred income tax liabilities.

adjustments for working capital, net indebtedness and sellers' transaction expenses. The initial purchase price has been allocated fair value ofto assets acquired and liabilities assumed are summarizedbased on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 10). For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as follows (in thousands):

Trade accounts receivable$109,565
Inventories79,758
Property, plant and equipment255,616
Other intangible assets245,000
Other assets40,647
Trade accounts payable and accrued liabilities(86,699)
Deferred income tax liabilities(105,701)
Other liabilities(25,339)
    Total identifiable net assets512,847
Goodwill511,001
    Cash paid, net of cash acquired$1,023,848



Goodwill of $511.0 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our closures segment. An insignificant portion of the acquisition date, and we recognized goodwill of $142.6 million which is expected to be deductible for income tax purposes, although additional deductions may be available under the 2017 Tax Act. Additional work is necessary to complete the analysisa customer relationship intangible asset of the portion of goodwill that is deductible for income tax purposes under the 2017 Tax Act. Other intangible assets consist of customer relationships of $220.0$74.0 million with an estimated remaining life of 2217 years, anda technology know-how intangible asset of $25.0$4.0 million with an estimated remaining life of 10 years and a trade name intangible asset of $3.6 million with an estimated remaining life of 10 years. The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets. Unicep's results of operations were included in our dispensing and specialty closures segment since the acquisition date and were not significant since such date.



F-12

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



EASYTECH CLOSURES S.p.A. ACQUISITION
remaining life
On October 1, 2021, we acquired Easytech Closures S.p.A., or Easytech, a manufacturer of 7 years. Acquired property, planteasy-open and equipment are being depreciated onsanitary metal ends used with metal containers primarily for food applications in Europe. The purchase price for this acquisition of $27.2 million, net of cash acquired, was funded with revolving loan borrowings under the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $12.9 million and a straight-line basis with estimated remaining livescustomer relationship intangible asset of up to 35 years.

Our consolidated$3.1 million. Easytech's results of operations for the year ended December 31, 2017 included the results for SDS since the acquisition date. Net sales and income from operations from the SDS operations of $445.6 million and $47.3 million, respectively, were included in our Consolidated Statementsmetal containers segment since the acquisition date and were not significant since such date.

COBRA PLASTICS, INC. ACQUISITION

    On February 4, 2020, we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer of Incomeinjection molded plastic closures for a wide variety of consumer products with a particular focus on the year ended December 31, 2017.aerosol overcap market. The purchase price for this acquisition was $39.8 million, net of cash acquired, and was funded with revolving loan borrowings under the Credit Agreement. For this acquisition, we applied the year ended December 31, 2017, SDS's income from operations includedacquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the pre-tax unfavorable impactacquisition date, and we recognized goodwill of an $11.9$18.6 million charge related to the inventory write-up for SDS asand a resultcustomer relationship intangible asset of purchase accounting in connection with the acquisition.

Pro Forma Information

The following unaudited pro forma financial information includes our historical$11.5 million. Cobra Plastics' results of operations were included in our dispensing and specialty closures segment since the acquisition date.

ALBÉA DISPENSING BUSINESS ACQUISITION

On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty, fragrance and personal care markets. The Albéa Dispensing Business operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. The purchase price for this acquisition was $898.7 million, net of cash acquired, and was funded with term and revolving loan borrowings under the years ended December 31, 2017Credit Agreement. For this acquisition, we applied the acquisition method of accounting and 2016recognized assets acquired and gives pro forma effectliabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $500.4 million, a customer relationship intangible asset of $255.0 million and a technology know-how intangible asset of $28.0 million. During 2021, we finalized our purchase price allocation for this acquisition, and there were no material changes to the SDS acquisition as if it had been completed aspreviously recorded fair values of January 1, 2016.assets acquired and liabilities assumed. The pro formaAlbéa Dispensing Business' results of operations include interest expense related to incremental borrowings used to financewere included in our dispensing and specialty closures segment since the acquisition and adjustments to depreciation and amortization expense for the valuation of property, plant and equipment and intangible assets. Net income for the year ended December 31, 2017 excludes the unfavorable impact of the initial inventory write-up and acquisition related costs of $11.9 million and $24.7 million before income taxes, respectively. Net income for the year ended December 31, 2016 includes the unfavorable impact of the initial inventory write-up and total acquisition related costs of $11.9 million and $26.1 million before income taxes, respectively. The pro forma results of operations do not give effect to potential synergies or additional costs resulting from the integration of SDS with our existing operations to the extent not recognized in actual results.date.


The unaudited pro forma financial information for the years ended December 31, 2017 and 2016 is not intended to represent or be indicative of our consolidated results of operations or financial condition that would have been reported had the SDS acquisition been completed as of the beginning of the periods presented, nor should it be taken as indicative of our future consolidated results of operations or financial condition.


F-13
  2017 2016
 (Dollars in thousands, except per share data)
Net sales $4,243,432
 $4,184,239
Net income $300,414
 $150,652
     
Earnings per share:    
     Basic net income per share $2.72
 $1.26
     Diluted net income per share $2.70
 $1.25









SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 4. RATIONALIZATION CHARGES
NOTE 3. RATIONALIZATION CHARGES
We continually evaluate cost reduction opportunities across each of our businesses,segments, 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 each of the years ended December 31 were as follows:
202120202019
 (Dollars in thousands)
Dispensing and Specialty Closures$5,806 $5,759 $6,562 
Metal Containers8,873 9,905 49,425 
Custom Containers331 367 364 
 $15,010 $16,031 $56,351 
 2017 2016 2015
 (Dollars in thousands)
Metal containers$3,308
 $12,056
 $41
Closures1,042
 568
 1,684
Plastic containers1,476
 6,437
 12,682
 $5,826
 $19,061
 $14,407
    In June 2019, we announced a footprint optimization plan for our metal containers segment, which included the closing of our metal container manufacturing facilities in Mt. Vernon, Missouri and Waupun, Wisconsin in the fourth quarter of 2019. These plant closings, in conjunction with the prior ratification of a new labor agreement at our Menomonee Falls, Wisconsin metal container manufacturing facility that provided for the withdrawal for that facility from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, resulted in our complete withdrawal from the Central States Pension Plan. We estimate net rationalization charges for this plan of $3.5 million for the plant closings and $62.0 million for the withdrawal from the Central States Pension Plan. We recorded total rationalization charges for this plan of $1.3 million, $4.1 million and $46.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Rationalization charges in 20162019 were largely to recognize the present value of the estimated withdrawal liability related to the Central States Pension Plan. Remaining expenses and cash expenditures for the metal container businessplant closings are not expected to be significant. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.0 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually through 2040.
    Rationalization charges for the year ended December 31, 2019 for the dispensing and specialty closures segment were primarily related to the announced shutdown in the first quarter of 2019 of the LaPorte, IndianaTorello, Spain metal closures manufacturing facility. Rationalization charges in 2015 for the plastic container business segment were primarily related to the shutdown of the Woodstock, Illinois and Cape Girardeau, Missouri manufacturing facilities.
Activity in reserves for our rationalization plans was as follows:
Employee
Severance
and Benefits		Plant
Exit
Costs		Non-Cash
Asset
Write-Down		Total
 (Dollars in thousands)
Balance as of January 1, 2019$130 $1,482 $— $1,612 
Charged to expense49,496 1,336 5,519 56,351 
Utilized and currency translation(6,811)(1,920)(5,519)(14,250)
Balance at December 31, 201942,815 898 — 43,713 
Charged to expense8,525 2,296 5,210 16,031 
Utilized and currency translation(10,335)(2,639)(5,210)(18,184)
Balance at December 31, 202041,005 555 — 41,560 
Charged to expense8,048 1,882 5,080 15,010 
Utilized and currency translation(7,963)(2,280)(5,080)(15,323)
Balance at December 31, 2021$41,090 $157 $— $41,247 
 
Employee
Severance
and Benefits
 Non-Cash Retirement Benefits 
Plant
Exit
Costs
 
Non-Cash
Asset
Write-Down
 Total
 (Dollars in thousands)
Balance as of January 1, 2015$6,052
 $—
 $316
 $—
 $6,368
Charged to expense3,199
 (522) 287
 11,443
 14,407
Utilized and currency translation(6,225) 522
 (335) (11,443) (17,481)
Balance at December 31, 20153,026
 —
 268
 —
 3,294
Charged to expense5,103
 2,197
 5,012
 6,749
 19,061
Utilized and currency translation(7,184) (2,197) (2,854) (6,749) (18,984)
Balance at December 31, 2016945
 —
 2,426
 —
 3,371
Charged to expense1,255
 —
 1,380
 3,191
 5,826
Utilized and currency translation(2,178) —
 (1,409) (3,191) (6,778)
Balance at December 31, 2017$22
 $—
 $2,397
 $—
 $2,419


Non-cash retirement benefits in 2016 consisted of special termination benefits of $2.8 million and net curtailment gains of $0.6 million recognized in connection with the shutdown of the LaPorte, Indiana manufacturing facility. See Note 11 for further information.    Non-cash asset write-downs were the result of comparing the carrying value of certain production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (as defined in(see Note 9)10 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of December 31, 2017 and 2016 were recorded in our Consolidated Balance Sheets as accrued liabilities of $1.2 million and $1.9 million, respectively, and as other liabilities of $1.2 million and $1.5 million, respectively. Remaining expenses for our rationalization plans of $1.3 million are expected in 2018 and thereafter. Remaining cash expenditures for our rationalization plans of $3.7 million are expected through 2023.


F-14

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



    Rationalization reserves as of December 31, 2021 and 2020 were recorded in our Consolidated Balance Sheets as accrued liabilities of $5.6 million and $4.5 million, respectively, and as other liabilities of $35.6 million and $37.0 million, respectively. Exclusive of the footprint optimization plan for our metal containers segment and the resulting withdrawal from the Central States Pension Plan discussed above, remaining expenses and cash expenditures for our rationalization plans are expected to be $1.5 million and $4.0 million, respectively.

NOTE 4. 5. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is reported in our 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 January 1, 2019$(154,466)$(1,008)$(113,334)$(268,808)
Other comprehensive loss before
    reclassifications
4,895 (2,723)(4,124)(1,952)
Amounts reclassified from accumulated
    other comprehensive loss
10,469 549 — 11,018 
 Other comprehensive income15,364 (2,174)(4,124)9,066 
Balance at December 31, 2019(139,102)(3,182)(117,458)(259,742)
Other comprehensive loss before
    reclassifications
(36,660)(3,493)29,765 (10,388)
Amounts reclassified from accumulated
    other comprehensive loss
7,158 2,019 — 9,177 
 Other comprehensive loss(29,502)(1,474)29,765 (1,211)
Balance at December 31, 2020(168,604)(4,656)(87,693)(260,953)
Other comprehensive loss before
    reclassifications
41,422 715 (50,334)(8,197)
Amounts reclassified from accumulated
    other comprehensive loss
7,708 1,614 — 9,322 
 Other comprehensive income49,130 2,329 (50,334)1,125 
Balance at December 31, 2021$(119,474)$(2,327)$(138,027)$(259,828)

 
Unrecognized Net
Defined Benefit
Plan Costs
 
Change in Fair
Value of
Derivatives
 
Foreign
Currency
Translation
 Total
 (Dollars in thousands)
Balance at January 1, 2015$(89,252) $(1,198) $(75,174) $(165,624)
Other comprehensive loss before
    reclassifications
2,851
 (1,410) (48,364) (46,923)
Amounts reclassified from accumulated
    other comprehensive loss
2,121
 1,620
 —
 3,741
 Other comprehensive loss4,972
 210
 (48,364) (43,182)
Balance at December 31, 2015(84,280) (988) (123,538) (208,806)
Other comprehensive loss before
    reclassifications
(1,991) 441
 (17,753) (19,303)
Amounts reclassified from accumulated
    other comprehensive loss
3,166
 1,087
 —
 4,253
 Other comprehensive loss1,175
 1,528
 (17,753) (15,050)
Balance at December 31, 2016(83,105) 540
 (141,291) (223,856)
Other comprehensive income before
    reclassifications
(8,486) (527) 63,874
 54,861
Amounts reclassified from accumulated
    other comprehensive loss
2,193
 (86) —
 2,107
 Other comprehensive income(6,293) (613) 63,874
 56,968
Adoption of accounting standards update related to reclassification of certain tax effects(15,424) (16) (6,645) (22,085)
Balance at December 31, 2017$(104,822) $(89) $(84,062) $(188,973)
The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the years ended December 31, 2017, 20162021, 2020 and 20152019 were net (losses) of $(3.4)$(10.6) million, $(5.0)(9.8) millionand$(3.2)(13.7) million, respectively, excluding an income tax benefitbenefits of $1.2$2.9 million, $1.8$2.6 million and $1.1$3.2 million, respectively. These net losses included amortization of net actuarial (losses) of $(6.5)$(12.2) million, $(8.0)$(11.5) million and $(5.2)$(15.9) million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, and amortization of net prior service credit of $3.1$1.6 million, $3.0$1.7 million and $2.0$2.2 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively. Amortization of net actuarial losses and net prior service credit is a component of net periodic benefit credit. Amounts expected to be recognized as components of net periodic benefit credit in our Consolidated Statement of Income for the year ended December 31, 2018 are $4.9 million and $1.8 million, net of income taxes, for the net actuarial loss and net prior service credit, respectively, related to our pension and other postretirement benefit plans. See Note 1112 for further discussion.
The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the years ended December 31, 2017, 20162021, 2020 and 20152019 were not significant. See Note 910 which includes a discussion of derivative instruments and hedging activities.

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


The foreign currency translation component of accumulated other comprehensive loss includes: (i) foreign currency gains (losses) related to translation of year-end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. Dollar; (ii) foreign currency (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature; and (iii) foreign currency (losses) gains related to our net investment hedges, net of tax. Foreign currency (losses) gains (losses) related to translation of year-end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. Dollar for the years ended
F-15

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019

December 31, 2021, 2020 and 2019 were $94.7$(82.8) million, $(20.6)$83.1 million and $(55.5)$(10.3) million, respectively. Foreign currency gains (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature for the years ended December 31, 2017, 20162021, 2020 and 20152019 were $(1.8)$1.3 million, $(2.0)$(2.8) million and $(9.6)$1.1 million, respectively. Foreign currency gains (losses) gains related to our net investment hedges for the years ended December 31, 2017, 20162021, 2020 and 20152019 were $(46.1)$40.9 million, $7.6$(66.2) million and $26.6$6.8 million, respectively, excluding an income tax (provision) benefit (provision) of $17.1$(9.7) million, $(2.8)$15.7 million and $(9.9)$(1.6) million, respectively. See Note 910 for further discussion.

As of December 31, 2017, we reclassified the stranded tax effects resulting from the decrease in the federal corporate tax rate and certain other tax effects (primarily the decreased federal benefit of state income taxes) as a result of the 2017 Tax Act. As a result, we increased each of accumulated other comprehensive loss and retained earnings by $22.1 million.

NOTE 5. 6. INVENTORIES
The components of inventories at December 31 were as follows:
20212020
 (Dollars in thousands)
Raw materials$394,102 $270,066 
Work-in-process157,406 167,100 
Finished goods394,378 335,346 
Other15,731 14,610 
961,617 787,122 
Adjustment to value inventory at cost on the LIFO method(162,780)(109,588)
$798,837 $677,534 
 2017 2016
 (Dollars in thousands)
Raw materials$233,410
 $179,451
Work-in-process124,396
 121,331
Finished goods433,937
 355,072
Other12,370
 15,528
 804,113
 671,382
Adjustment to value inventory at cost on the LIFO method(82,823) (68,419)
 $721,290
 $602,963
Inventories include $170.5$284.0 million and $95.6$201.5 million recorded on the FIFO method at December 31, 20172021 and 2016,2020, respectively, and $151.6$133.3 million and $127.9$118.3 million recorded on the average cost method at December 31, 20172021 and 2016,2020, respectively.

NOTE 6. 7. PROPERTY, PLANTAND EQUIPMENT, NET
Property, plant and equipment, net at December 31 was as follows:
2017 201620212020
(Dollars in thousands) (Dollars in thousands)
Land$74,268
 $48,468
Land$84,287 $89,304 
Buildings and improvements445,178
 365,406
Buildings and improvements610,528 559,773 
Machinery and equipment2,833,214
 2,505,459
Machinery and equipment3,577,712 3,337,536 
Construction in progress135,126
 118,028
Construction in progress196,757 199,635 
3,487,786
 3,037,361
4,469,284 4,186,248 
Accumulated depreciation(1,997,914) (1,880,409)Accumulated depreciation(2,475,407)(2,345,490)
$1,489,872
 $1,156,952
$1,993,877 $1,840,758 
 
Depreciation expense in 2017, 20162021, 2020 and 20152019 was $150.5$205.8 million, $129.8$182.9 million and $129.0$179.3 million, respectively.





F-16

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 7. 8. GOODWILLAND OTHER INTANGIBLE ASSETS, NET
Changes in the carrying amount of goodwill were as follows:
Dispensing and Specialty ClosuresMetal
Containers		Custom
Containers		Total
 (Dollars in thousands)
Balance at December 31, 2019$801,776 $113,463 $226,984 $1,142,223 
Acquisitions515,595 — — 515,595 
Currency translation78,820 4,475 383 83,678 
Balance at December 31, 20201,396,191 117,938 227,367 1,741,496 
Acquisitions350,737 12,852 — 363,589 
Currency translation(62,231)(4,598)152 (66,677)
Balance at December 31, 2021$1,684,697 $126,192 $227,519 $2,038,408 
 
Metal
Containers
 Closures 
Plastic
Containers
 Total
 (Dollars in thousands)
Balance at December 31, 2015$111,932
 $274,922
 $225,938
 $612,792
Currency translation(1,620) (6,968) 510
 (8,078)
Balance at December 31, 2016110,312
 267,954
 226,448
 604,714
Acquisition—
 511,001
 —
 511,001
Currency translation6,604
 47,978
 1,157
 55,739
Balance at December 31, 2017$116,916
 $826,933
 $227,605
 $1,171,454

In connection with our acquisition of SDS as discussed in Note 2, we recognized goodwill of $511.0 million.

The components of other intangible assets, net at December 31 were as follows:
 2017 2016
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
 (Dollars in thousands)
Definite-lived intangibles:       
Customer relationships$430,730
 $(74,469) $195,076
 $(53,298)
Other41,538
 (12,851) 14,927
 (8,063)
 472,268
 (87,320) 210,003
 (61,361)
Indefinite-lived intangibles:       
Trade names32,140
 —
 32,140
 —
 $504,408
 $(87,320) $242,143
 $(61,361)

 20212020
 Gross
Amount		Accumulated
Amortization		Gross
Amount		Accumulated
Amortization
 (Dollars in thousands)
Definite-lived intangibles:
Customer relationships$929,060 $(174,377)$711,065 $(147,014)
Other82,697 (38,748)72,689 (31,672)
1,011,757 (213,125)783,754 (178,686)
Indefinite-lived intangibles:
Trade names32,140 — 32,140 — 
$1,043,897 $(213,125)$815,894 $(178,686)
In connection with our acquisitionacquisitions of SDSSilgan Specialty Packaging, Unicep and Easytech as discussed in Note 2,3, we recognized intangible assets for customer relationships of $220.0$246.1 million, and technology know-how of $25.0$8.6 million and trade names of $4.8 million.
Amortization expense in 2017, 20162021, 2020 and 20152019 was $23.6$44.6 million,, $13.2 $36.2 million and $13.2$27.1 million,, respectively. Amortization expense is expected to be $27.8$53.8 million,, $27.6 $53.8 million, $27.1$50.4 million, $25.6$49.6 million and $25.1$48.4 million for the years ended December 31, 20182022 through 2022,2026, respectively.
 

F-17

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 9. LONG-TERM DEBT
NOTE 8. LONG-TERM DEBT
Long-term debt at December 31 was as follows:
20212020
 (Dollars in thousands)
Bank debt:
Bank revolving loans$— $— 
U.S. term loans1,000,000 900,000 
Other foreign bank revolving and term loans38,862 30,407 
Total bank debt1,038,862 930,407 
4¾% Senior Notes300,000 300,000 
3¼% Senior Notes739,180 795,307 
4⅛% Senior Notes600,000 600,000 
2¼% Senior Notes568,600 611,775 
1.4% Senior Secured Notes500,000 — 
Finance leases68,730 34,480 
Total debt - principal3,815,372 3,271,969 
Less unamortized debt issuance costs and debt discount22,195 20,716 
Total debt3,793,177 3,251,253 
Less current portion20,251 28,036 
$3,772,926 $3,223,217 

 2017 2016
 (Dollars in thousands)
Bank debt:   
Bank revolving loans$—
 $99,500
U.S. term loans800,000
 310,250
Canadian term loans27,147
 44,274
Euro term loans—
 196,668
Other foreign bank revolving and term loans76,798
 120,500
Total bank debt903,945
 771,192
5% Senior Notes280,000
 500,000
5½% Senior Notes300,000
 300,000
4¾% Senior Notes300,000
 —
3¼% Senior Notes780,325
 —
Total debt - principal2,564,270
 1,571,192
Less unamortized debt issuance costs16,979
 9,609
Total debt2,547,291
 1,561,583
Less current portion108,789
 217,127
 $2,438,502
 $1,344,456
AGGREGATE ANNUAL MATURITIES



AGGREGATE ANNUAL MATURITIES

The aggregate annual maturities of our debt (non-U.S. dollar debt has been translated into U.S. dollars at exchange rates in effect at the balance sheet date), excluding finance leases, are as follows (dollars in thousands):

2018$108,789
201986,509
2020361,501
202183,620
2022383,620
Thereafter1,540,231
 $2,564,270
2022$17,507 
202353,601 
2024103,795 
20251,141,894 
2026601,787 
Thereafter1,828,058 
$3,746,642 


At December 31, 2017,2021, the current portion of our long-term debt consisted of $40.0$17.5 million of term loans under our senior secured credit facility due on December 31, 2018 and $68.8 million ofother foreign bank revolving and term loans.loans and $2.7 million of finance leases.

F-18

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

BANK CREDIT AGREEMENT
    
On March 24, 2017, we completed an amendment and restatement of our previous senior secured credit facility. We subsequently entered into three amendments to our amended and restated senior secured credit facility, oras so amended, the Credit Agreement, which including most recently on November 9, 2021 and February 1, 2021. The amendments to the Credit Agreement in 2021:
•provided us with additional flexibility to, among other things, (i) issue new senior secured notes guaranteed by our U.S. subsidiaries that guarantee the obligations under the Credit Agreement and (ii) pursue our strategic initiatives;
•extended the maturity dates of our senior secured credit facility, provides additional borrowing capacity for usrevolving loans and provides us with greater flexibility with regard to our strategic initiatives. Theterm loans under the Credit Agreement provides us with revolving loans, or the Revolving Loans, consisting of a multicurrency revolving loan facility of approximately $1.19 billion and a Canadian revolving loan facility of Cdn $15.0 million and by more than three years;
•provided us with Cdn $45.5 million$1.0 billion of term loans designated Canadian A term loans. In addition, the Credit Agreement provided us with $800.0 million of term loans designated U.S. Anew term loans which were borrowedused to refinance (i) all of our remaining outstanding term loans ($400.0 million) which had been used to fund a portion of the purchase price paid in connection withfor our acquisition of SDS. See Note 2the Albéa Dispensing Business in 2020 and (ii) outstanding revolving loans ($600.0 million) which had been used to fund the purchase price for further information.our 3 acquisitions completed in 2021; and

•increased our multi-currency revolving loan facility to $1.5 billion from $1.2 billion.
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015




The November 2021 amendment to the Credit Agreement also amended the definition of applicable margin to provide separate margin schedules for term loans, on the one hand, and revolving loans and swingline loans, on the other hand. The applicable margins for term loans and for revolving loans and swingline loans will be reset quarterly after March 31, 2022 using the applicable margin schedule based on our Total Net Leverage Ratio (as defined in the Credit Agreement). The range for the applicable margin for term loans is 0.25 percent to 0.75 percent for Base Rate Loans and 1.25 percent to 1.75 percent for Eurocurrency Rate Loans and Transitioned RFR Loans (each as defined in the Credit Agreement), and the range for the applicable margin for revolving loans and swingline loans is 0.00 percent to 0.50 percent for U.S. dollar-denominated Base Rate Loans and Canadian dollar-denominated Canadian Prime Rate Loans, 1.00 percent to 1.50 percent for Eurocurrency Rate Loans, Transitioned RFR Loans and CDOR Rate Loans (each as defined in the Credit Agreement) and 1.0326 percent to 1.5326 percent for revolving loans maintained as Initial RFR Loans (as defined in the Credit Agreement).

Revolving Loansloans under the Credit Agreement generally may be borrowed, repaid and reborrowed from time to time until March 24, 2022.November 9, 2026, the maturity date for our multi-currency revolving loan facility under the Credit Agreement. Proceeds from the Revolving Loansrevolving loans may be used for working capital and other general corporate purposes (including acquisitions, capital expenditures, dividends, stock repurchases and refinancings and repayments of other debt).


The $800.0 million U.S. Acurrent outstanding term loans andunder the Cdn $45.5 million of Canadian A term loans, collectively the Term Loans,Credit Agreement ($1.0 billion principal amount) mature on March 24, 2023. The Term LoansNovember 9, 2027 and are payablerepayable in installments as follows (expressed as a percentagefollows: $50.0 million on September 30, 2023, $100.0 million on each of December 31, 2024, 2025 and 2026 and $650.0 million on November 9, 2027. In 2021, we repaid $900.0 million of outstanding term loans under the Credit Agreement which had been borrowed in June 2020 to fund the purchase price for our acquisition of the originalAlbéa Dispensing Business, using proceeds of $400.0 million from the new term loans borrowed in connection with the November 2021 amendment to the Credit Agreement and $500.0 million from our 1.4% Senior Secured Notes due 2026 issued in February 2021. In February 2020, we repaid all outstanding U.S. term loans ($760.0 million aggregate principal amount) and Canadian term loans (Cdn $6.1 million aggregate principal amount) under the Credit Agreement at that time with proceeds received from our issuances of an additional $200.0 million aggregate principal amount of the applicable Term Loan outstanding on the date that it is borrowed), with the remaining outstanding principal amounts to be repaid on the maturity date of the Term Loans:

DatePercentage
December 31, 20185%
December 31, 201910%
December 31, 202010%
December 31, 202110%
December 31, 202210%

If, on the date that is 91 days prior to the maturity date of any of the 5% Senior Notes due 2020 and the
5½our 4⅛% Senior Notes due 2022, or collectively2028 and €500.0 million aggregate principal amount of our 2¼% Senior Notes due 2028 and with revolving loan borrowings under the Prior Notes, allCredit Agreement and cash on hand. During 2019, we repaid $40.0 million of U.S. term loans and Cdn $24.0 million of Canadian term loans under the Prior Notes that mature on such maturity date have not been (a) repaid in full, (b) amended to extend the final maturity date thereof to a date that is more than 90 days after the maturity date of the Revolving Loans or the Terms Loans, as applicable, or (c) refinanced with other senior notes with a final maturity date that is more than 90 days after the maturity date of the Revolving Loans or the Terms Loans, as applicable, then the Revolving Loans and the Term Loans will mature on the date that is 91 days prior to the earliest maturity date of the Prior Notes that remain outstanding.Credit Agreement.

The Credit Agreement also contains certain mandatory repayment provisions, including requirements to prepay loans with proceeds in excess of certain amounts received from certain assets sales. Generally, mandatory repayments are applied pro rata to each of the Term Loansterm loans and applied first to the next two scheduled amortization payments which are due on December 31 of the year of such mandatory repayment and the next succeeding year (or, if no such payment is due on December 31 of such year, to the payment due on December 31 of the immediately succeeding year or of the next succeeding year in which a payment is to be made) and, to the extent in excess thereof, pro rata to the remaining installments of each of the Term Loans.term loans. Voluntary prepayments of Term Loansterm loans may be applied to any tranche
F-19

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

of Term Loansterm loans at our discretion and are applied to the scheduled amortization payments in direct order of maturity. Amounts repaid under the Term Loansterm loans may not be reborrowed.


The Credit Agreement also provides us with an uncommitted multicurrencymulti-currency incremental loan facility for up to U.S. $1.25 billion (which amount may be increased as provided in the Credit Agreement), which may take the form of one or more incremental term loan facilities and/orunder the Credit Agreement, increased commitments under the revolving loan facilities,facility under the Credit Agreement and/or incremental indebtedness in the form of secured loans and/or notes, subject to certain limitations. The uncommitted incremental loan facility provides, among other things, that any incremental loan borrowing shall:


•be denominated in a single currency, either in U.S. Dollars, Euros, Pounds Sterling or Canadian Dollars;
•be in a minimum aggregate amount of at least U.S. $50$50.0 million;
•have a maturity date no earlier than the maturity date for term loans under the Term LoansCredit Agreement and a weighted average life to maturity of no less than the weighted average life to maturity of term loans under the Term Loans;Credit Agreement; and
•be used by us and certain of our foreign subsidiaries for working capital and other general corporate purposes, including to finance acquisitions and refinance any indebtedness assumed as a part of such acquisitions, to refinance or repurchase debt as permitted and to pay outstanding Revolving Loans.revolving loans under the Credit Agreement.

At December 31, 2017,2021 and 2020, we had term loan borrowings outstanding under the Credit Agreement of $800.0$1.0 billion and $900.0 million, of U.S. A termrespectively, and we had no revolving loans and Cdn $34.1 million of Canadian A term loans, totaling U.S. denominated $827.1 million (with non-U.S. denominated amounts translated at exchange rates in effect at such date), and no Revolving Loans outstanding.outstanding under the Credit Agreement. At December 31, 2016, we had borrowings outstanding under our previous senior secured credit

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


facility of $310.3 million of U.S. A term loans, Cdn $59.5 million of Canadian A term loans and €187.0 million of Euro term loans, totaling U.S. denominated $551.2 million (with non-U.S. denominated term loans translated at exchange rates in effect at such date), and revolving loan borrowings outstanding of $99.5 million.

Under the Credit Agreement, the interest rate for U.S. term loans will be either the Eurodollar Rate or the base rate under the Credit Agreement plus a margin and the interest rate for Canadian term loans will be either the CDOR Rate or the Canadian prime rate under the Credit Agreement plus a margin. Outstanding Revolving Loans incur interest at the same rates as the U.S. term loans in the case of U.S. dollar denominated Revolving Loans and as the Canadian term loans in the case of Canadian dollar denominated Revolving Loans. Euro and Pounds Sterling denominated Revolving Loans incur interest at the applicable Euro Rate plus the applicable margin.

At December 31, 2017,2021, the margin for Termterm loans maintained as Eurocurrency Rate Loans and RevolvingTransitioned RFR Loans maintained as Eurodollar Rate, CDOR Rate or Euro Rate loans was 2.001.50 percent and the margin for Termterm loans maintained as Base Rate Loans was 0.50 percent. At December 31, 2021, the margin for revolving loans maintained as Eurocurrency Rate Loans, Transitioned RFR Loans and RevolvingCDOR Rate Loans was 1.25 percent, the margin for revolving loans maintained as base rate orInitial RFR Loans was 1.2826 percent and the margin for revolving loans maintained as Base Rate Loans and Canadian prime ratePrime Rate loans was 2.000.25 percent. The interest rate margin on all loans will be reset quarterly based upon our Total Net Leverage Ratio as provided in the Credit Agreement. As of December 31, 2017,2021, the interest ratesrate on U.S. term loans and Canadian term loans were 3.69 percent and 3.52 percent, respectively.under the Credit Agreement was 1.68 percent.


The Credit Agreement provides for the payment of a commitment fee ranging from 0.20 percent to 0.350.30 percent per annum on the daily average unused portion of commitments available under the revolving loan facilities (0.35facility (0.25 percent at December 31, 2017)2021). The commitment fee will be reset quarterly after March 31, 2022 based upon our Total Net Leverage Ratio as provided in the Credit Agreement.


We may utilize up to a maximum of $125$125.0 million of our multicurrencymulti-currency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans under the multicurrencymulti-currency revolving loan facility and letters of credit do not exceed the amount of the commitment under such multicurrencymulti-currency revolving loan facility. The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans under the multicurrencymulti-currency revolving loan facility, calculated on the stated amount of such letter of credit, and to the issuers of letters of credit of a fronting fee of the greater of (x) $500 per annum and (y) 0.25 percent per annum calculated on the aggregate stated amount of such letters of credit, in each case for their stated duration.


For 2017, 20162021, 2020 and 2015,2019, the weighted average annual interest rate paid on term loans under our senior secured credit facilitiesthe Credit Agreement was 3.11.7 percent, 1.92.1 percent and 1.73.6 percent, respectively; and the weighted average annual interest rate paid on revolving loans under our senior secured credit facilitiesthe Credit Agreement was 3.01.3 percent, 2.01.9 percent and 1.73.5 percent, respectively. Historically,From time to time, we have enteredenter into interest rate swap agreements to convert interest rate exposure from variable rates to fixed rates of interest. For 20162021, 2020 and 2015,2019, the weighted average annual interest rate paid on term loans under our senior secured credit facilities, after consideration of our interest rate swap agreements, was 2.02.2 percent, 2.4 percent and 1.93.6 percent, respectively. For 2017, our interest rate swap agreements were not significant and did not impact our weighted average annual interest rate paid on term loans under our senior secured credit facilities. See Note 910 which includes a discussion of our interest rate swap agreements.


The indebtedness under the Credit Agreement is guaranteed by us and our U.S., Canadian and Dutch subsidiaries. The stock of substantially all of our U.S., and Dutch subsidiaries and of our Canadian and Dutchsubsidiaries owned by U.S. subsidiaries has been pledged as security to the lenders under the Credit Agreement. The Credit Agreement
F-20

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; and engage in any business other than the packaging business and certain related businesses. In addition, we are required to meet specified financial covenants consisting of Interest Coverage and Total Net Leverage Ratios, each as defined in the Credit Agreement. We are currently in compliance with all covenants under the Credit Agreement.


Because we sell metal containers and closures used in the fruit and vegetable packing process, we have seasonal sales. As is common in the packaging industry, we must utilize working capital to build inventory and then
carry accounts receivable for some customers beyond 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 requirementsrequirements.


SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015



As a result of entering intothe prepayment of term loans in connection with the November 2021 amendment to the Credit Agreement, we recorded a pre-tax charge for the loss on early extinguishment of debt of $0.6$0.5 million in 2017.2021 for the write-off of unamortized debt issuance costs. As a result of the prepayment of term loans under the Credit Agreement in February 2021, we recorded a pre-tax charge for the loss on early extinguishment of debt of $0.9 million in 2021 for the write-off of unamortized debt issuance costs. As a result of the prepayment of all term loans under the Credit Agreement in February 2020 that were outstanding at that time, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million in 2020 for the write-off of unamortized debt issuance costs.


1.4% SENIORSECURED NOTES OFFERINGS


On February 10, 2021, we issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 99.945 percent of their principal amount, in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. The proceeds from the sale of the 1.4% Notes were $499.7 million. We used the proceeds from the sale of the 1.4% Notes to prepay $500.0 million of our outstanding term loans under the Credit Agreement at that time. We paid the initial purchasers’ discount and offering expenses related to the sale of the 1.4% Notes with cash on hand.

The 1.4% Notes are guaranteed on a senior secured basis by our U.S. subsidiaries that guarantee the Credit Agreement. The 1.4% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, any of our non-U.S. subsidiaries or any of our non-wholly owned subsidiaries. The 1.4% Notes and related guarantees are secured by pledges of equity interests, or the Collateral, that are owned by us and by each subsidiary guarantor, to the extent equity interests are also pledged to secure the obligations of U.S. borrowers under the Credit Agreement. The 1.4% Notes will share equally in the Collateral with the Credit Agreement. The guarantee of each such subsidiary guarantor will be released to the extent such subsidiary no longer guarantees the Credit Agreement and in certain other circumstances, and the Collateral pledged by such subsidiary guarantor will also be released upon the release of such subsidiary guarantor’s guarantee.
The 1.4% Notes and related guarantees are senior secured obligations of us and the subsidiary guarantors. The 1.4% Notes and related guarantees rank equal in right of payment with all of our and the subsidiary guarantors’ existing and future unsubordinated indebtedness, including under the Credit Agreement and our 2¼% Senior Notes due 2028, or the 2¼% Notes, our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, our 4¾% Senior Notes due 2025, or the 4¾% Notes, and our 3¼% Senior Notes due 2025, or the 3¼% Notes; are senior in right of payment to all of our and the subsidiary guarantors’ future indebtedness that is by its terms expressly subordinated in right of payment to the 1.4% Notes; rank equal in right of payment to all of our and the subsidiary guarantors’ existing and future senior secured indebtedness (including indebtedness under the Credit Agreement) that is secured by the Collateral on a first-priority basis, to the extent of the value of the Collateral; rank effectively senior to all of our and the subsidiary guarantors’ existing and future unsecured indebtedness, including the 2¼% Notes, the 4⅛% Notes, the 4¾% Notes and the 3¼% Notes, and indebtedness secured on a junior basis, in each case to the extent of the value of the Collateral; rank effectively junior to all existing and future indebtedness that is secured by liens on assets that do not constitute a part of the Collateral, to the extent of the value of such assets; and are structurally subordinated to all existing and future indebtedness and other liabilities of each of our existing and future subsidiaries that do not guarantee the 1.4% Notes.
F-21

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019


As a result of the guarantees by the subsidiary guarantors of the 1.4% Notes, such subsidiaries were also required to guarantee, and have now guaranteed, on a senior unsecured basis the 2¼% Notes, the 4⅛% Notes, the 4¾% Notes and the 3¼% Notes pursuant to supplemental indentures to the indenture for the 4¾% Notes and the 3¼% Notes, the indenture for the 4⅛% Notes and the indenture for the 2¼% Notes.
The 1.4% Notes are not, and are not required to be, registered under the Securities Act of 1933, as amended.
The 1.4% Notes mature on April 1, 2026. Interest on the 1.4% Notes is payable semi-annually in cash on April 1 and October 1 of each year, beginning on October 1, 2021. The 1.4% Notes were issued pursuant to an indenture by and among Silgan, certain of our U.S. subsidiaries and Wells Fargo Bank, National Association, as trustee and collateral agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes, the indenture for the 4⅛% Notes and the indenture for the 2¼% Notes.
Prior to March 1, 2026 (one month prior to the maturity date of the 1.4% Notes, or the Par Call Date) the 1.4% Notes will be redeemable at a redemption price equal to the greater of (i) 100 percent of the principal amount of the 1.4% Notes to be redeemed and (ii) the principal amount of the 1.4% Notes plus a “make-whole” amount, plus, in each case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the 1.4% Notes will be redeemable at a redemption price equal to 100 percent of the aggregate principal amount of any 1.4% Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date.
We will be required to make an offer to repurchase the 1.4% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 1.4% Notes.
2¼% SENIOR NOTES

    On February 26, 2020, we issued €500.0 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount.
The 2¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 2¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.
The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 4⅛% Notes, the 4¾% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 2¼% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 2¼% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 2¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 2¼% Notes that is by its terms expressly subordinated in right of payment to the 2¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 2¼% Notes.

    The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes is payable semiannually in cash on January 15 and July 15 of each year. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for our 4⅛% Senior Notes due 2028 and the indenture for our 4¾% Senior Notes due 2025 and our 3¼% Senior Notes due 2025.

F-22

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

    The 2¼% Notes are redeemable, at our option, in whole or in part, at any time on or after March 1, 2023, initially at 101.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably annually to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after March 1, 2025.
    In addition, prior to March 1, 2023, we may redeem up to 35 percent of the aggregate principal amount of the 2¼% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 2¼% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes. In connection with any tender offer for, or any other offer to purchase, the 2¼% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 2¼% Notes validly tender their 2¼% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 2¼% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

    The net proceeds from the sale of the 2¼% Notes were approximately €494.0 million, after deducting the initial purchasers' discount and offering expenses. We used the net proceeds from the sale of the 2¼% Notes to prepay outstanding term loans under the Credit Agreement at that time.
4⅛% SENIOR NOTES
On November 12, 2019, we issued $400.0 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 100 percent of their principal amount. On February 26, 2020, we issued an additional $200.0 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019.

The 4⅛% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 4⅛% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.

    The 4⅛% Notes are general senior unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 2¼% Notes, the 4¾% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 4⅛% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 4⅛% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 4⅛% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 4⅛% Notes that is by its terms expressly subordinated in right of payment to the 4⅛% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 4⅛% Notes.

    The 4⅛% Notes will mature on February 1, 2028. Interest on the 4⅛% Notes is payable semiannually in cash on April 1 and October 1 of each year. The 4⅛% Notes were issued pursuant to an indenture by and between Silgan and U.S. Bank National Association, as trustee, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to those in the indenture for the 2¼% Notes and the indenture for our 4¾% Senior Notes due 2025 and our 3¼% Senior Notes due 2025.

    The 4⅛% Notes are redeemable, at our option, in whole or in part, at any time on or after October 1, 2022 initially at 102.063 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably annually to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after October 1, 2024.


F-23

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

    In addition, prior to October 1, 2022, we may redeem up to 35 percent of the aggregate principal amount of the 4⅛% Notes with the proceeds of certain equity offerings at a redemption price of 104.125 percent of their principal amount, plus accrued and unpaid interest to the date of redemption.We may also redeem the 4⅛% Notes, in whole or in part, prior to October 1, 2022 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 4⅛% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 4⅛% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 4⅛% Notes. In connection with any tender offer for, or any other offer to purchase, the 4⅛% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 4⅛% Notes validly tender their 4⅛% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 4⅛% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

The net proceeds from the sale of the 4⅛% Notes in November 2019 were approximately $394.7 million, after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds from that sale of the 4⅛% Notes to repay outstanding revolving loans under the Credit Agreement at that time, including revolving loans used to redeem our 5½% Senior Notes due 2022. The net proceeds from the sale of the additional 4⅛% Notes in February 2020 were approximately $196.5 million, after deducting the initial purchasers' discount and offering expenses and excluding pre-issuance interest deemed to have accrued to the closing date and paid by purchasers. We used the net proceeds from the sale of the additional 4⅛% Notes to prepay outstanding term loans under the Credit Agreement at that time.

4¾% SENIOR NOTES AND 3¼% SENIOR NOTES

On February 13, 2017, we issued $300$300.0 million aggregate principal amount of our 4¾% Senior Notes due 2025, or the 4¾% Notes, and €650€650.0 million aggregate principal amount of our 3¼% Senior Notes due 2025, or the 3¼% Notes, each at 100 percent of their principal amount.
The 4¾% Notes and the 3¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 4¾% Notes and the 3¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries.
The 4¾% Notes and the 3¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 5% Senior2¼% Notes due 2020 and the 5½4⅛% Senior Notes, due 2022, and ahead of our existing and future subordinated debt, if any.debt. The 4¾% Notes and the 3¼% Notes are effectively subordinated to Silgan’s secured debt of Silgan and our U.S. subsidiaries that guarantee the 4¾% Notes and the 3¼% Notes to the extent of the assets securing such debtdebt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 4¾% Notes and the 3¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 4¾% Notes and the 3¼% Notes that is by its terms expressly subordinated in right of payment to the 4¾% Notes and the 3¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan.Silgan that do not guarantee the 4¾% Notes and the 3¼% Notes.
The 4¾% Notes and the 3¼% Notes will mature on March 15, 2025. Interest on the 4¾% Notes and the 3¼% Notes will beis payable semi-annuallysemiannually in cash on March 15 and September 15 of each year. The 4¾% Notes and the 3¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent in respect of the 3¼% Notes, and Elavon Financial Services DAC, as registrar and transfer agent in respect of the 3¼% Notes, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the those in the indenturesindenture for the 5% Senior2¼% Notes dueand the indenture for the 4⅛% Notes.

F-24

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and the 5½% Senior Notes due 2022.2019

The 4¾% Notes are redeemable, at our option, in whole or in part, at any time on and after March 15, 2020, initially at 102.375 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date, declining ratably each yearannually to 100 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date, on or after March 15, 2022.
The 3¼% Notes are redeemable, at our option, in whole or in part, at any time on and after March 15, 2020, initially at 101.625 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date, declining ratably each yearannually to 100 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date, on or after March 15, 2022.
In addition, prior to March 15, 2020, we may redeem up to 35 percentUpon the occurrence of the aggregate principal amounta change of each of the 4¾% Notes and the 3¼% Notes from the proceeds of certain equity offerings at a redemption price of 104.750 percent of their principal amount in the case of the 4¾% Notes and 103.250 percent of their principal amount in the case of the 3¼% Notes, plus, in each case, accrued and unpaid interest thereon to the date of redemption. We may also redeem each of the 4¾% Notes and the 3¼% Notes, in whole or in part, prior to March 15, 2020 at a redemption price equal to 100 percent of their principal amount plus a make-whole premiumcontrol repurchase event as provided in the indenture for the 4¾% Notes and the 3¼% Notes, together with, in each case, accrued and unpaid interest thereon to the date of redemption. Upon the occurrence of a change of control repurchase event as defined in the indenture for the 4¾% Notes and the 3¼% Notes, Silgan iswe are required to make an offer to repurchase the 4¾% Notes and the 3¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus, in each case, accrued and unpaid interest thereon to the date of repurchase.
The net proceeds from the sale of the 4¾% Notes were approximately $296.5 million and the net proceeds from the sale of the 3¼% Notes were approximately €643.4 million, in each case after deducting the initial purchasers' discount and offering expenses. We used the net proceeds from the sale of the 4¾% Notes to prepay $212.3 million of our outstanding U.S. term loans and repay a portion of our outstanding revolving loans under our previous senior secured credit facility. We used a portion of the net proceeds from the sale of the 3¼% Notes to prepay the remaining balance of €187.0 million of Euro term loans under our previous senior secured credit facility, repay all remaining outstanding revolving loans under our previous senior secured credit facility, repay approximately €34.0 million of certain other foreign bank revolving and term loans of certain of our non U.S. subsidiaries and redeem $220.0 million aggregate principal amount of the 5% Senior Notes due 2020. In addition, we prepaid $98.0 million of our outstanding U.S. term loans and Cdn. $14.0 million of our outstanding Canadian

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


term loans under our previous senior secured credit facility during the first quarter of 2017. As a result of the aggregate prepayments of our outstanding term loans under our previous senior secured credit facility and the partial redemption of the 5% Senior Notes due 2020, we recorded a pre-tax charge for the loss on early extinguishment of debt of $6.5 million in 2017.
5½% SENIOR NOTES

In 2013,    On August 1, 2019, we issued $300redeemed all $300.0 million aggregate principal amount of our outstanding 5½% Senior Notes due 2022 or the
5½% Notes, at 100 percent of their principal amount. The 5½% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with Silgan’s unsecured unsubordinated indebtedness, including our 5% Senior Notes due 2020, the 4¾% Notes and the 3¼% Notes, and ahead of Silgan’s subordinated debt, if any. The 5½% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan. Interest on the 5½% Notes is payable semi-annually in cash on February 1 and August 1 of each year, and the 5½% Notes mature on February 1, 2022.
The 5½% Notes are redeemable, at the option of Silgan, in whole or in part, at any time after August 1, 2017 initially at 102.75 percent of their principal amount plus accrued and unpaid interest thereon to the redemption date, declining ratably each year to 100 percent of their principal amount, plus accrued and unpaid interest thereon to redemption date, on or after August 1, 2019.

Upon the occurrence of a change of control, as defined in the indenture for the 5½% Notes, Silgan is required to make an offer to repurchase the 5½% Notes at a purchaseredemption price equal to 101of 100 percent of their principal amount, plus accrued and unpaid interest to the date of purchase.

The indenture for the 5½% Notes contains covenants which are generally less restrictive than thoseredemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and substantially similar to those under the indentures for our 5% Senior Notes due 2020, the 4¾% Notes and the 3¼% Notes.

5% SENIOR NOTES

In 2012, we issued $500 million aggregate principal amount of our 5% Senior Notes due 2020, or the 5% Notes, at 100 percent of their principal amount. The 5% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with Silgan’s unsecured unsubordinated indebtedness, including the 5½% Notes, the 4¾% Notes and the 3¼% Notes, and ahead of Silgan’s subordinated debt, if any. The 5% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan. Interest on the 5% Notes is payable semi-annually in cash on April 1 and October 1 of each year, and the 5% Notes mature on April 1, 2020.
The 5% Notes are redeemable, at the option of Silgan, in whole or in part, currently at 101.25 percent of their principal amount plus accrued and unpaid interest thereon to the redemption date if redeemed prior to April 1, 2018 and starting on April 1, 2018 and thereafter at 100 percent of their principal amount plus accrued and unpaid interest thereon to the redemption date.

Upon the occurrence of a change of control, as defined in the indenture for the 5% Notes, Silgan is required to make an offer to repurchase the 5% Notes at a purchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of purchase.

The indenture for the 5% Notes contains covenants which are generally less restrictive than those under the Credit Agreement and substantially similar to those under the indentures for the 5½% Notes, the 4¾% Notes and the 3¼% Notes.

On April 3, 2017, we utilized a portion of the net proceeds from the sale of the 3¼% Notes to redeem $220.0 million aggregate principal amount of the 5% Notes at a redemption price of 101.25 percent of their principal amount plus accrued and unpaid interest up to the redemption date.hand. As a result of this partial redemption, we recorded a pre-tax charge for the loss on early extinguishment of debt of $4.4$1.7 million in 2017 for the premium paid in connection with this partial redemption and2019 for the write-off of unamortized debt issuance costs.


F-25

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019




OTHER NOTE 10. FOREIGN BANK REVOLVING AND TERM LOANS

We have certain other bank revolving and term loans outstanding in foreign countries. At December 31, 2017, these bank revolving loans allowed for total borrowings of up to $97.2 million (translated at exchange rates in effect at the balance sheet date). These bank revolving and term loans bear interest at rates ranging from 0.9 percent to 17.1 percent. For 2017, 2016 and 2015, the weighted average annual interest rate paid on these loans was 5.0 percent, 3.8 percent and 3.7 percent, respectively.
NOTE 9. FINANCIAL INSTRUMENTS
The financial instruments recorded in our Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and derivative instruments. 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 significant financial instruments at December 31:
 20212020
 Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
 (Dollars in thousands)
Assets:
Cash and cash equivalents$631,439 $631,439 $409,481 $409,481 
Liabilities:
Bank debt$1,038,862 $1,038,862 $930,407 $930,407 
4¾% Notes300,000 301,890 300,000 304,890 
3¼% Notes739,180 744,133 795,307 806,283 
4⅛% Notes599,200 612,780 599,089 623,280 
2¼% Notes568,600 565,984 611,775 622,481 
1.4% Notes499,771 487,800 — — 
 2017 2016
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 (Dollars in thousands)
Assets:       
Cash and cash equivalents$53,533
 $53,533
 $24,690
 $24,690
Derivative instruments (other current assets)1,150
 1,150
 1,094
 1,094
        
Liabilities:       
Bank debt$903,945
 $903,945
 $771,192
 $771,192
5% Notes280,000
 281,691
 500,000
 510,130
5½% Notes300,000
 308,301
 300,000
 312,750
4¾% Notes300,000
 309,390
 —
 —
3¼% Notes780,325
 813,793
 —
 —
Derivative instruments (accrued liabilities)115
 115
 244
 244

FAIR VALUE MEASUREMENTS
FINANCIAL INSTRUMENTS MEASUREDAT FAIR VALUE
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.
The financial assets and liabilities that are measured on a recurring basis at December 31, 20172021 and 20162020 consist 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 rates and prices. As such, these derivative instruments are classified within Level 2.


SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


FINANCIAL INSTRUMENTS NOT MEASUREDAT FAIR VALUE
Our bank debt, 5% Notes, 5½4¾% Notes, 4¾3¼% Notes, 4⅛% Notes, 2¼% Notes and 3¼%1.4% Notes were recorded at historical amounts in our 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, 5½4¾% Notes, 4¾3¼% Notes, 4⅛% Notes, 2¼% Notes and 3¼%1.4% Notes were estimated based on the quoted market price, a Level 1 input.
DERIVATIVE INSTRUMENTSAND HEDGING ACTIVITIES
Currently, weWe utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposure. Historically, we had also utilized certain derivative instruments to manage a portion of our interest rate exposure.exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not utilize derivative financial instruments forengage in trading or other speculative purposes.uses of derivative financial instruments.
F-26

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019


Our interest rate and natural gas swap agreements were qualified andare accounted for as cash flow hedges. Changeshedges and changes in their fair values wereare recorded in accumulated other comprehensive loss, a component of stockholders’stockholder's equity, and reclassified into earnings in future periods when earnings were alsoare affected by the variability of the hedged cash flows.
INTEREST RATE SWAP AGREEMENTS
Historically, weWe 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 interest rate swap agreements effectively convertedconvert interest rate exposure from variable rates to fixed rates of interest. Under these agreements, we will pay a fixed rate of interest of 2.878 percent and receive floating rates of interest based on the three month LIBOR. These agreements were entered into in 2018, became effective on March 29, 2019 and mature on March 24, 2023. The difference between amounts to be paid or received on interest rate swap agreements wasis recorded in interest and other debt expense in our Consolidated Statements of Income, and such difference was not significant for each of the years ended December 31, 2017, 20162021, 2020 and 2015. At December 31, 2017, we had no outstanding interest rate swap agreements.2019. 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 at December 31, 20162021 and 2020 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 natural gas swap agreements is recorded in cost of goods sold in our Consolidated Statements of Income and was not significant for each of the years ended December 31, 2017, 20162021, 2020 and 2015.2019. 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 December 31, 20172021 and 20162020 was not significant.
FOREIGN CURRENCY EXCHANGE RATE RISK
    
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.
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.Euros. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the 3¼% Notes which are Euro denominated. Foreign currency gains (losses) gains related to our net investment hedges included in accumulated other comprehensive loss were $(46.1)$40.9 million, $7.6$(66.2) million and $26.6$6.8 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.

CONCENTRATIONOF CREDIT RISK
CONCENTRATIONOF CREDIT RISK
We derive a significant portion of our revenue from multi-year supply agreements with many of our customers. Aggregate revenues from our three largest customers (Nestlé Food Company, Campbell Soup Company and Del Monte Corporation) accounted for approximately 23.721.6 percent, 27.222.2 percent and 26.723.6 percent of our net sales in 2017, 20162021, 2020 and 2015,2019, respectively. The receivable balances from these customers collectively represented 6.22.7 percent and 12.42.6 percent of our trade accounts receivable at December 31, 20172021 and 2016,2020, respectively. As is

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


common in the packaging industry, we provide extended payment terms to some of our customers due to the seasonality of the vegetable and fruit packing process. Exposure to losses is dependent on each customer’s financial position. We perform ongoing credit evaluations of our customers’ financial condition, and our receivables are generally not collateralized. We maintain an allowance for doubtful accounts which we believe is adequate to cover potential credit losses based on customer credit evaluations, collection history and other information. Accounts receivable are considered past due based on the original due date and write-offs occur only after all reasonable collection efforts are exhausted.

NOTE 10. COMMITMENTSAND CONTINGENCIES


F-27

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

NOTE 11. COMMITMENTSAND CONTINGENCIES

We have a number of noncancelable operating leases for office and plant facilities, equipment and automobiles that expire at various dates through 2030.2040. Certain operating leases have renewal options and rent escalation clauses as well as various purchase options. Minimum future rental

    Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments under these leasesarising from the lease. Lease right-of-use assets and lease liabilities are as set forth below for eachrecognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the following years (dollarslease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in thousands):determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, where applicable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.
    Lease expense for operating leases consists of both fixed and variable components. Expense related to fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include certain index-based changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The depreciable life of lease right-of-use assets is generally the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise for such assets.
2018$42,483
201931,975
202026,792
202122,149
202217,958
Thereafter47,850
 $189,207

Rent    We recognized total lease expense was $52.0of $86.7 million,, $46.5 $80.3 million and $44.7$71.0 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. Right-of-use assets obtained in exchange for new operating lease liabilities, a non-cash item, were $73.6 million, $56.7 million and $52.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

    Operating lease right-of-use assets were recorded in our Consolidated Balance Sheets as other assets, net of $232.3 million and $206.6 million as of December 31, 2021 and 2020, respectively. Operating lease liabilities of $241.4 million and $215.1 million were recorded in our Consolidated Balance Sheets as accrued liabilities of $43.2 million and $41.2 million and other liabilities of $198.3 million and $173.9 million as of December 31, 2021 and 2020, respectively. At December 31, 2017,2021, our operating leases had a weighted average discount rate of 4.8 percent and a weighted average remaining lease term of approximately 8 years.

    To a lesser extent, we have certain leases that qualify as finance leases. Finance lease right-of-use assets were recorded in our Consolidated Balance Sheets as property, plant and equipment, net of $70.5 million and $39.0 million as of December 31, 2021 and 2020, respectively. Finance lease liabilities of $68.7 million and $34.5 million were recorded in our Consolidated Balance Sheets as current portion of long term-debt of $2.7 million and $1.9 million as of December 31, 2021 and 2020, respectively, and long-term debt of $66.0 million and $32.6 million as of December 31, 2021 and 2020, respectively. In connection with our acquisition of Silgan Specialty Packaging, we assumed a finance lease of $35.8 million in 2021. At December 31, 2021, our finance leases had a weighted average discount rate of 4.5 percent and a weighted average remaining lease term of approximately 11 years.
F-28

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

    The aggregate annual maturities of lease liabilities are as follows (dollars in thousands):
OperatingFinance
LeasesLeases
2022$53,029 $6,323 
202348,494 5,640 
202440,574 29,482 
202534,282 2,919 
202626,622 2,972 
Thereafter87,884 42,649 
Total lease payments290,885 89,985 
     Less imputed interest(49,439)(21,255)
Total$241,446 $68,730 
At December 31, 2021, we did not have any significant operating or finance leases that had not commenced.
At December 31, 2021, we had noncancelable commitments for capital expenditures in 20182022 of $24.0 million.$38.1 million.

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 containerclosures and closuresmetal containers subsidiaries in Germany,Germany. At the end of April 2018, the European Commission commenced an antitrust investigation involving the metal packaging industry in Europe including our metal closures and metal containers subsidiaries, which is ongoing.should effectively close out the investigation in Germany. Given the earlycurrent stage of the investigation, we cannot reasonably assess what actions may result from the investigationthese investigations or estimate what costs we may incur as a result of the investigation.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.

F-29

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 11. 12. RETIREMENT BENEFITS
We sponsor a number of defined benefit and defined contribution pension plans which cover substantially all U.S. employees, other than union employees covered by multiemployer defined benefit pension plans under collective bargaining agreements. Pension benefits are provided based on either a career average, final pay or years of service formula. With respect to certain hourly employees, pension benefits are provided based on stated amounts for each year of service. Our U.S. salaried pension plans are closed to new employees.
We also sponsor other postretirement benefits plans, including unfunded defined benefit health care and life insurance plans, which provide postretirement benefits to certain employees. The plans are contributory, with retiree contributions adjusted annually, and contain cost sharing features including deductibles and coinsurance. Retiree health care benefits are paid as covered expenses are incurred.
The changes in benefit obligations and plan assets as well as the funded status of our retirement plans at December 31 were as follows:
 Pension BenefitsOther
Postretirement Benefits
 2021202020212020
 (Dollars in thousands)
Change in benefit obligation
Obligation at beginning of year$971,415 $855,509 $22,152 $21,718 
Service cost14,265 13,638 107 88 
Interest cost17,697 23,074 363 566 
Actuarial (gains) losses(23,537)100,839 (1,631)1,440 
Acquisition— 8,930 — — 
Benefits paid(43,512)(41,332)(1,573)(1,765)
Participants’ contributions— — 107 105 
Foreign currency exchange rate changes(11,199)10,757 — — 
Obligation at end of year925,129 971,415 19,525 22,152 
Change in plan assets
Fair value of plan assets at beginning of year956,345 869,070 — — 
Actual return on plan assets109,120 126,249 — — 
Employer contributions2,501 2,358 1,466 1,660 
Participants’ contributions— — 107 105 
Benefits paid(43,512)(41,332)(1,573)(1,765)
Fair value of plan assets at end of year1,024,454 956,345 — — 
Funded status$99,325 $(15,070)$(19,525)$(22,152)
Actuarial (gains) losses related to pension benefits were primarily the result of changes in discount rates used to calculate projected benefit obligations.
F-30
 Pension Benefits 
Other
Postretirement Benefits
 2017 2016 2017 2016
 (Dollars in thousands)
Change in benefit obligation       
Obligation at beginning of year$726,421
 $685,295
 $21,698
 $28,022
Service cost13,372
 12,895
 104
 222
Interest cost25,501
 25,781
 692
 891
Actuarial losses54,562
 34,705
 630
 641
Acquisition19,225
 —
 —
 —
Special termination benefits—
 2,837
 —
 —
Plan amendments147
 472
 (2) (5,636)
Benefits paid(43,598) (33,492) (2,325) (3,007)
Curtailment gain—
 —
 —
 (305)
Participants’ contributions—
 —
 142
 870
Foreign currency exchange rate changes12,519
 (2,072) —
 —
Obligation at end of year808,149
 726,421
 20,939
 21,698
Change in plan assets       
Fair value of plan assets at beginning of year759,551
 704,779
 —
 —
Actual return on plan assets108,154
 87,132
 —
 —
Employer contributions1,699
 1,132
 2,183
 2,137
Participants’ contributions—
 —
 142
 870
Benefits paid(43,598) (33,492) (2,325) (3,007)
Fair value of plan assets at end of year825,806
 759,551
 —
 —
Funded status$17,657
 $33,130
 $(20,939) $(21,698)


SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



 Pension BenefitsOther
Postretirement Benefits
 2021202020212020
 (Dollars in thousands)
Amounts recognized in the consolidated
balance sheets
Non-current assets$226,882 $125,740 $— $— 
Current liabilities(2,602)(2,674)(1,460)(1,665)
Non-current liabilities(124,955)(138,136)(18,065)(20,487)
Net amount recognized$99,325 $(15,070)$(19,525)$(22,152)
Amounts recognized in accumulated
other comprehensive loss
Net actuarial loss (gain)$161,837 $230,058 $(2,690)$(1,344)
Prior service cost (credit)731 974 (2,637)(4,467)
Net amount recognized$162,568 $231,032 $(5,327)$(5,811)
 Pension Benefits 
Other
Postretirement Benefits
 2017 2016 2017 2016
 (Dollars in thousands)
Amounts recognized in the consolidated
balance sheets
       
Non-current assets$118,892
 $104,089
 $—
 $—
Current liabilities(2,227) (1,295) (2,083) (2,502)
Non-current liabilities(99,008) (69,664) (18,856) (19,196)
Net amount recognized$17,657
 $33,130
 $(20,939) $(21,698)
Amounts recognized in accumulated other
comprehensive loss (income)
       
Net actuarial loss (gain)$154,642
 $148,941
 $(5,561) $(6,787)
Prior service cost (credit)938
 1,105
 (11,337) (14,753)
Net amount recognized$155,580
 $150,046
 $(16,898) $(21,540)

 Pension Benefits 
Other
Postretirement
Benefits
 (Dollars in thousands)
Items to be recognized in 2018 as a component
of net periodic cost
   
Net actuarial loss (gain)$7,169
 $(474)
Prior service cost (credit)173
 (2,602)
Net periodic cost (credit) to be recorded in 2018$7,342
 $(3,076)
The fair value of plan assets for our domestic pension plans was 128 percent and 115 percent of their projected benefit obligations at December 31, 2021 and 2020, respectively. Pension plans with projected benefit obligations in excess of plan assets at December 31, 20172021 and 20162020 consisted entirely of our international pension benefit plans which are not funded. The projected benefit obligation for our international pension benefit plans was $101.2$127.6 million and $71.0$140.8 million at December 31, 20172021 and 2016,2020, respectively.
The accumulated benefit obligation for all pension benefit plans at December 31, 20172021 and 20162020 was $779.1$896.4 million and $697.5$942.6 million,, respectively. Pension plans with accumulated benefit obligations in excess of plan assets at December 31, 20172021 and 20162020 consisted entirely of our international pension benefit plans which are not funded. The accumulated benefit obligation for our international pension benefit plans was $96.2$122.4 million and $66.2$134.9 million at December 31, 20172021 and 2016,2020, respectively.
The benefits expected to be paid from our pension and other postretirement benefit plans, which reflect future years of service, are as follows (dollars in thousands):
Pension
Benefits		Other
Postretirement
Benefits
2022$44,821 $1,462 
202345,979 1,409 
202446,895 1,380 
202547,929 1,324 
202648,997 1,309 
2027-2031249,809 5,993 
$484,430 $12,877 
 
Pension
Benefits
 
Other
Postretirement
Benefits
2018$39,502
 $2,083
201939,285
 1,870
202040,842
 1,545
202142,365
 1,484
202243,434
 1,427
2023-2027231,373
 6,373
 $436,801
 $14,782




F-31

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine the benefit obligations at December 31:
20212020
Discount rate2.9 %2.5 %
Expected return on plan assets8.5 %8.5 %
Rate of compensation increase2.4 %2.5 %
Health care cost trend rate:
Assumed for next year6.2 %6.2 %
Ultimate rate4.2 %4.2 %
Year that the ultimate rate is reached20362036
 2017 2016
Discount rate3.8% 4.4%
Expected return on plan assets8.5% 8.5%
Rate of compensation increase2.6% 2.8%
Health care cost trend rate:   
Assumed for next year6.2% 6.4%
Ultimate rate4.9% 4.5%
Year that the ultimate rate is reached2047
 2047


Our expected return on plan assets is determined by current and expected asset allocation of plan assets, estimates of future long-term returns on those types of plan assets and historical long-term investment performance.
Our international pension benefit plans used a discount rate of 2.11.4 percent and 1.91.1 percent as of December 31, 20172021 and 2016,2020, respectively, and a rate of compensation increase of 3.33.5 percent and 3.53.2 percent to determine the benefit obligation as of December 31, 20172021 and 2016,2020, respectively.
The components of the net periodic benefit credit for each of the years ended December 31 were as follows:
 Pension Benefits Other Postretirement Benefits
 2017 2016 2015 2017 2016 2015
 (Dollars in thousands)
Service cost$13,372
 $12,895
 $15,562
 $104
 $222
 $444
Interest cost25,501
 25,781
 28,066
 692
 891
 1,281
Expected return on plan assets(63,010) (58,504) (62,726) —
 —
 —
Amortization of prior service cost
(credit)
313
 561
 1,037
 (3,418) (3,571) (3,057)
Amortization of actuarial losses
(gains)
7,077
 8,573
 5,556
 (596) (599) (348)
Special termination benefits—
 2,837
 —
 —
 —
 —
Curtailment loss (gain)—
 183
 (522) —
 (823) —
Net periodic benefit credit$(16,747) $(7,674) $(13,027) $(3,218) $(3,880) $(1,680)
In 2016, special termination benefits of $2.8 million and net curtailment gains of $0.6 million were recognized related to the shutdown of the LaPorte, Indiana manufacturing facility.
 Pension BenefitsOther Postretirement Benefits
 202120202019202120202019
 (Dollars in thousands)
Service cost$14,265 $13,638 $12,505 $107 $88 $80 
Interest cost17,697 23,074 28,316 363 566 759 
Expected return on plan assets(79,453)(72,122)(60,567)— — — 
Amortization of prior service cost
(credit)
243 205 115 (1,830)(1,937)(2,330)
Amortization of actuarial losses
(gains)
12,479 11,859 16,399 (311)(339)(488)
Net periodic benefit credit$(34,769)$(23,346)$(3,232)$(1,671)$(1,622)$(1,979)
Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine net periodic benefit credit for the years ended December 31:
202120202019
Discount rate2.5 %3.4 %4.5 %
Expected return on plan assets8.5 %8.5 %8.5 %
Rate of compensation increase2.5 %2.5 %2.6 %
Health care cost trend rate6.2 %6.3 %6.4 %
 2017 2016 2015
Discount rate4.4% 4.7% 4.1%
Expected return on plan assets8.5% 8.5% 8.5%
Rate of compensation increase2.8% 3.1% 3.0%
Health care cost trend rate6.4% 6.6% 6.7%
Our international pension benefit plans used a discount rate of 1.91.1 percent,, 2.6 1.5 percent and 2.02.2 percent for the years ended December 31, 2017, 201631,2021, 2020 and 2015,2019, respectively, and used a rate of compensation increase of 3.2 percent, 3.3 percent 3.5 percentand 3.53.3 percent to determine net periodic benefit credit for each of the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.







F-32

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



MULTIEMPLOYER PENSION PLANS
The assumed health care cost trend rates affect the amounts reported for our health care plans. A one percentage point changeIn 2021, we participated in the assumed health care cost trend rates would not have a significant impact on our service cost, interest cost or postretirement benefit obligation.

MULTIEMPLOYER PENSION PLANS
We participate in four3 multiemployer pension plans which provide defined benefits to certain of our union employees. In 2019, we participated in 1 additional multiemployer plan from which we withdrew completely in June 2019. See Note 4 for further information. The aggregate amount contributed to these plans and charged to pension cost in 2017, 20162021, 2020 and 20152019 was $6.4$3.9 million,, $6.5 $3.8 million and $6.7$4.8 million,, respectively.
The risks of participating in multiemployer plans are different from the risks of single-employer plans in the following respects: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if we cease to have an obligation to contribute to the multiemployer plan in which we had been a contributing employer, we may be required to pay to the plan an amount (referred to as a withdrawal liability) based on the underfunded status of the plan and on our historical participation in the plan prior to the cessation of our obligation to contribute.
Based on the latest information available, in 2021 we participateparticipated in two multiemployer plans with a funded status less than 65 percent.percent. Further information on these multiemployer plans for the years ended December 31, 2017, 20162021, 2020 and 20152019 is as follows:
Pension Fund 
EIN/Pension Plan
Number
 
Pension
Protection
Act Zone
Status
  
FIP / RP
Status
Pending /
Implemented
 Contributions 
Surcharge
Imposed
2017  2016  2017 2016 2015 
            (Dollars in thousands)  
Central States, Southeast & Southwest Areas Pension Fund (1)
 36-6044243/001 Red
(2) 
 Red
(2) 
 Implemented $1,873
 $1,979
 $1,996
 No
United Food & Commercial
Workers — Local 1 Pension Fund (3)
 16-6144007/001 Red  Red  Implemented 232
 199
 169
 No
All Other           4,318
 4,304
 4,550
  
Total Contributions           $6,423
 $6,482
 $6,715
  
Pension FundEIN/Pension Plan
Number		Pension
Protection
Act Zone
Status		FIP / RP
Status
Pending /
Implemented		ContributionsSurcharge
Imposed
20212020202120202019
     (Dollars in thousands) 
Central States, Southeast & Southwest Areas Pension Fund (1)
36-6044243/001Red(2)Red(2)Implemented$— $— $1,166 No
United Food & Commercial
Workers — Local One Pension Fund (3)
16-6144007/001Red(2)Red(2)Implemented282 240 245 No
IAM National Pension Fund (4)
51-6031295/002RedRedImplemented2,767 2,746 2,667 No
All Other 869 775 707 
Total Contributions$3,918 $3,761 $4,785 
______________________
(1)    In 2019, we withdrew completely from this pension fund. See Note 4 for further information.
(2)    Under the Multiemployer Pension Reform Act of 2014, the status of this pension fund was critical and declining, as defined under such Act.
(3)    The collective bargaining agreement related to this pension fund expires on December 31, 2023. A single company that was making over 80 percent of the contributions for this pension fund filed for Chapter 11 bankruptcy during 2018 and withdrew from this pension fund without paying its withdrawal liability. For 2020, the fund actuary for this pension fund projected insolvency for this pension fund in 2026.
(4)    The applicable collective bargaining agreements related to this pension fund expire at various times through April 30, 2025. Although this pension fund was formally certified in the yellow zone in 2019, the trustees of this pension plan elected voluntarily to place this pension plan in the red zone to take advantage of certain provisions of the Pension Protection Act even though this pension plan had a funded status of 89 percent, 87 percent and 85 percent at the end of 2018, 2019 and 2020, respectively.
(1)
The applicable collective bargaining agreements related to this pension fund expire at various times in 2019.
(2)
Under the Multiemployer Pension Reform Act of 2014, the status of this pension fund for each of 2017 and 2016 was critical and declining, as defined under such Act.
(3)
The collective bargaining agreement related to this pension fund expires on March 31, 2018.
The “EIN/Pension Plan Number” column provides the Employer Identification Number and the three digit plan number assigned to a plan by the Internal Revenue Service. The most recent Pension Protection Act Zone Status available for 20172020 and 20162019 is for plan years that ended in each of those years. The zone status is based on information provided to us and other participating employers by each plan and is certified by the plan’s actuary. A plan in the “red” zone has been determined to be in “critical status,” based on criteria established under the Internal Revenue Code of 1986, as amended (the “Code”), and is generally less than 65 percent funded. The “FIP/RP Status Pending/Implemented” column indicates whether a rehabilitation plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the 20172020 plan year. The “Surcharge
F-33

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

“Surcharge Imposed” column indicates whether our contribution rate for 20172020 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status” in accordance with the requirements of the Code.

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


Our contributions to eachthe United Food & Commercial Workers Local One Pension Fund were more than five percent of these respective planstotal contributions made by all employers to this plan, while our contributions to the IAM National Pension Fund were less than five percent of total contributions made by all employers to each of these respective plans,this plan, as reported by these plans for the year ended December 31, 2016,2020, the most recent plan year available. We do not expect our contributions to these plans for the year ended December 31, 20182022 to be significantly different from our contributions for the year ended December 31, 2017.2021.
DEFINED CONTRIBUTION PLANS
We also sponsor defined contribution plans covering certain employees. Our contributions to these plans are based upon employee contributions and operating profitability. Contributions charged to expense for these plans for the years ended December 31, 2017, 20162021, 2020 and 20152019 were $11.8$15.1 million,, $9.8 $15.2 million and $9.5$14.4 million,, respectively.
PLAN ASSETS
INVESTMENT STRATEGY
Our investment strategy is based on an expectation that equity securities will outperform debt securities over the long term. Accordingly, theThe composition of our plan assets ishas been broadly characterized as a 58 percent/percent/42 percent allocation between equity and debt securities. The equity securities allocation utilizes indexed U.S. equity securities (which constitutes approximately 85 percent of equity securities), with a lesser allocation to indexed international equity securities. The debt securities allocation primarily utilizes indexed investment grade U.S. debt securities. We attempt to mitigate investment risk by regularly rebalancing between equity and debt securities as contributions and benefit payments are made.
The weighted average asset allocation for our pension plans at December 31, 20172021 and 20162020 and target allocation for 20172021 was as follows:
 Target
Allocation		Actual Allocation
 20212020
Equity securities—U.S.49 %47 %47 %
Equity securities—International9 %10 %10 %
Debt securities42 %41 %42 %
Cash and cash equivalents— 2 %1 %
100 %100 %100 %
 
Target
Allocation
 Actual Allocation
 2017 2016
Equity securities—U.S.49% 47% 47%
Equity securities—International9% 10% 10%
Debt securities42% 42% 42%
Cash and cash equivalents—
 1% 1%
 100% 100% 100%
FAIR VALUE MEASUREMENTS
Our plan assets are primarily invested in commingled funds holding equity and debt securities, which are valued using the Net Asset Value, or NAV, provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Commingled funds are classified within Level 2 (as described in Note 9)10) of the fair value hierarchy because the NAV’s are not publicly available. Plan excess cash balances are invested in short term investment funds which include investments in cash, bank notes, corporate notes, government bills and various short-term debt instruments. These typically are commingled funds valued using one dollar for the NAV. These short term funds are also classified within Level 2 of the valuation hierarchy.




F-34

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

The fair value of our plan assets by asset category consisted of the following at December 31:
20212020
 (Dollars in thousands)
Equity securities—U.S.$482,381 $453,135 
Equity securities—International100,705 94,919 
Debt securities422,570 397,529 
Cash and cash equivalents18,798 10,762 
$1,024,454 $956,345 
 2017 2016
 (Dollars in thousands)
Equity securities—U.S.$391,527
 $357,789
Equity securities—International82,571
 76,189
Debt securities347,612
 321,597
Cash and cash equivalents4,096
 3,976
 $825,806
 $759,551
CONCENTRATIONSOF CREDIT RISK

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


CONCENTRATIONSOF CREDIT RISK
As of December 31, 2017,2021, approximately 9998 percent of our plan assets were under management by a single investment management company in six6 individual commingled equity and debt index funds. Of these six6 funds, four4 funds held assets individually in excess of ten percent of our total plan assets.
EXPECTED CONTRIBUTIONS
Based on current legislation, there are no significant minimum required contributions to our pension benefit plans in 2018.2021. In addition, based on the current funded status of our domestic pension benefit plans we do not expect to make significant contributions to these plans in 2018.2022. However, this estimate may change based on regulatory changes and actual plan asset returns.


F-35


NOTE 12. INCOME TAXESSILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

NOTE 13. INCOME TAXES
Income before income taxes was taxed in the following jurisdictions in each of the years ended December 31:
2017 2016 2015202120202019
(Dollars in thousands) (Dollars in thousands)
Domestic$187,521
 $212,987
 $222,188
Domestic$338,304 $309,236 $194,822 
Foreign52,160
 18,930
 30,698
Foreign128,009 97,842 57,314 
Total$239,681
 $231,917
 $252,886
Total$466,313 $407,078 $252,136 
The components of the provision (benefit) provision for income taxes were as follows:
 2017 2016 2015
 (Dollars in thousands)
Current:     
Federal$56,834
 $27,805
 $77,777
State7,507
 (577) 7,972
Foreign20,650
 6,327
 8,002
Current income tax provision84,991
 33,555
 93,751
Deferred:     
Federal(118,919) 42,964
 (10,065)
State4,413
 3,445
 (1,932)
Foreign(463) (1,398) (1,281)
Deferred income tax (benefit) provision(114,969) 45,011
 (13,278)
 $(29,978) $78,566
 $80,473

On December 22, 2017, the 2017 Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35 percent to 21 percent effective for tax years beginning after December 31, 2017 and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 as part of the move from a worldwide to a territorial tax system. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed into service after September 27, 2017 as well as prospective changes beginning in 2018, including the repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, capitalization of research and development expenditures, additional limitations on the deductibility of executive compensation and limitations on the deductibility of interest.We recognized the impact of the 2017 Tax Act in our year end income tax provision for 2017 and recorded $110.9 million as an additional income tax benefit in the fourth quarter of 2017. This income tax benefit primarily represents the provisional amount related to the remeasurement of net deferred tax liabilities based on the rates at which they are expected to be taxed in the future. The provisional estimate also reflects our computation that we will not incur the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings.

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 2016 and 2015


We recognized the income tax effects of the 2017 Tax Act in our 2017 financial statements in accordance with the Staff Accounting Bulletin No. 118, or SAB 118, issued by the staff of the Securities and Exchange Commission, which provides guidance for the application of GAAP as it pertains to accounting for income taxes, in the reporting period in which the 2017 Tax Act was signed into law. In accordance with SAB 118, we have determined that the $110.9 million deferred tax benefit recorded in the fourth quarter of 2017 primarily in connection with the remeasurement of deferred tax assets and liabilities and the computation related to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings were provisional amounts and a reasonable estimate at December 31, 2017. Additional work is necessary to complete the analysis of our deferred tax assets and liabilities and our historical foreign earnings. Any subsequent adjustment to the provisional amounts described above will be recorded to current tax expense in the fiscal quarter of 2018 during which the analysis is completed.
202120202019
 (Dollars in thousands)
Current:
Federal$963 $31,104 $41,949 
State3,412 4,501 13,924 
Foreign43,280 38,632 23,308 
Current income tax provision47,655 74,237 79,181 
Deferred:
Federal59,979 30,813 (11,521)
State4,984 72 (5,013)
Foreign(5,386)(6,766)(4,325)
Deferred income tax provision (benefit)59,577 24,119 (20,859)
$107,232 $98,356 $58,322 
The (benefit) provision for income taxes varied from income taxes computed at the statutory U.S. federal income tax rate as a result of the following:
2017 2016 2015202120202019
(Dollars in thousands) (Dollars in thousands)
Income taxes computed at the statutory
U.S. federal income tax rate
$83,884
 $81,171
 $88,512
Income taxes computed at the statutory
U.S. federal income tax rate		$97,926 $85,486 $52,949 
State income taxes, net of federal tax benefit4,529
 4,264
 4,903
State income taxes, net of federal tax benefit10,496 5,012 7,133 
Tax liabilities required (no longer required)1,254
 (408) 2,342
Tax liabilities no longer requiredTax liabilities no longer required(3,784)(5,110)(2,002)
Valuation allowance4,636
 474
 1,441
Valuation allowance6,745 1,323 1,699 
Manufacturing exemption(5,143) (3,613) (7,849)
Tax credit refunds, net(2,797) (2,676) (2,325)Tax credit refunds, net(3,593)(1,669)(3,493)
Foreign earnings taxed at other than 35%(3,840) (2,334) (6,383)
Foreign earnings taxed at other than 21%Foreign earnings taxed at other than 21%5,907 12,197 3,741 
Deferred tax rate changes(114,163) (371) 163
Deferred tax rate changes(3,409)(717)92 
Other1,662
 2,059
 (331)Other(3,056)1,834 (1,797)
$(29,978) $78,566
 $80,473
$107,232 $98,356 $58,322 
     
Effective tax rate(12.5)% 33.9% 31.8%Effective tax rate23.0 %24.2 %23.1 %

F-36

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



Deferred income taxes reflect the net tax effect of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Significant components of our deferred tax assets and liabilities at December 31 were as follows:
2017 201620212020
(Dollars in thousands) (Dollars in thousands)
Deferred tax assets:   Deferred tax assets:
Pension and other postretirement liabilities$21,235
 $14,678
Pension and other postretirement liabilities$27,264 $30,517 
Rationalization and other accrued liabilities17,716
 22,933
Rationalization and other accrued liabilities35,678 30,105 
Property, plant and equipment—
 331
AMT and other credit carryforwards1,910
 1,449
AMT and other credit carryforwards2,278 2,885 
Net operating loss carryforwards34,102
 21,605
Net operating loss carryforwards49,911 49,882 
Other intangible assets—
 821
Other intangible assets2,307 2,464 
Foreign currency translation10,170
 426
Foreign currency translation37 281 
Property, plant and equipmentProperty, plant and equipment680 — 
Inventory and related reserves9,832
 16,824
Inventory and related reserves2,586 21,584 
Long term operating lease liabilitiesLong term operating lease liabilities60,782 54,218 
Other2,093
 3,482
Other6,596 7,135 
Total deferred tax assets97,058
 82,549
Total deferred tax assets188,119 199,071 
Deferred tax liabilities:   Deferred tax liabilities:
Property, plant and equipment(175,486) (208,409)Property, plant and equipment(257,353)(233,109)
Pension and other postretirement liabilities(23,780) (30,414)Pension and other postretirement liabilities(49,681)(24,316)
Other intangible assets(115,547) (81,209)Other intangible assets(178,955)(187,269)
Foreign currency translation—
 (22,156)
Operating lease right of use assetsOperating lease right of use assets(58,349)(51,902)
Inventory and related reservesInventory and related reserves(22,172)— 
Other(3,961) (9,292)Other(8,470)(8,770)
Total deferred tax liabilities(318,774) (351,480)Total deferred tax liabilities(574,980)(505,366)
Valuation allowance(14,089) (8,147)Valuation allowance(26,712)(20,624)
$(235,805) $(277,078)$(413,573)$(326,919)
At December 31, 2017,2021, the net deferred tax liability in our Consolidated Balance Sheets was comprised of long-term deferred tax assets of $26.6$21.7 million and long-term deferred tax liabilities of $262.4$435.3 million. At December 31, 2016,2020, the net deferred tax liability in our Consolidated Balance Sheets was comprised of long-term deferred tax assets of $21.3$29.1 million and long-term deferred tax liabilities of $298.4$356.0 million. Long-term deferred tax assets were classified as other assets, net in our Consolidated Balance Sheets. The net decrease in deferred tax liabilities is due to decreases of $110.9 million primarily related to the remeasurement of net deferred tax liabilities as a result of the reduction in the federal corporate tax rate under the 2017 Tax Act and $25.3 million due to normal activity, partially offset by an increase of $94.9 million from the acquisition of SDS.
The valuation allowance in 20172021 includes deferred tax assets of $14.1$26.7 million resulting from state and foreign net operating loss carryforwards, or NOLs. The valuation allowance for deferred tax assets increased in 20172021 by $5.9$6.1 million primarily due to an increase in the valuation allowance related to foreign tax loss carryforwards and state and local tax credits.NOLs.
At December 31, 2017,2021, we had foreign NOLs of approximately $29.1$40.5 million that are available to offset future taxable income. Of that amount, approximately $8.5$14.4 million will expire from 20182023 to 2028.2032. The remaining portion has no expiration date. At December 31, 2017,2021, we had state tax NOLs of approximately $4.9$9.4 million that are available to offset future taxable income and that will expire from 2024 to 2036.2039.
We recognize accrued interest and penalties related to unrecognized taxes as additional income tax expense. At December 31, 20172021 and 2016,2020, we had $4.3$5.6 million and $3.8$5.4 million, respectively, accrued for potential interest and penalties.
The total amount of unrecognized tax benefits recorded in other liabilities as of December 31, 20172021 and 20162020 were $41.9$32.7 million and $36.1$36.4 million, respectively, excluding associated tax assets and including the federal tax benefit of state taxes, interest and penalties.

F-37

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



Tax assets associated with uncertain tax positions primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another jurisdiction. At December 31, 20172021 and 2016,2020, we had approximately $16.9$17.6 million and $16.7$17.5 million, respectively, in assets associated with uncertain tax positions recorded in other assets, net in our Consolidated Balance Sheets.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits included as other liabilities in our Consolidated Balance Sheets was as follows:
2017 201620212020
(Dollars in thousands) (Dollars in thousands)
Balance at January 1,$56,721
 $50,337
Balance at January 1,$32,777 $38,283 
Increase based upon tax positions of current year1,183
 5,955
Increase based upon tax positions of current year425 508 
(Decrease) increase based upon tax positions of a prior year(6,839) 217
Increase based upon tax positions of a prior yearIncrease based upon tax positions of a prior year1,464 487 
Increase due to acquisitions—
 1,810
Increase due to acquisitions— 131 
Decrease due to changes in tax rates(3,408) —
Decrease based upon settlements with taxing authorities(2,191) (1,159)
Decrease based upon a lapse in the statute of limitations(320) (439)Decrease based upon a lapse in the statute of limitations(5,685)(6,632)
Balance at December 31,$45,146
 $56,721
Balance at December 31,$28,981 $32,777 
The total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, at December 31, 20172021 and 20162020 were $26.6$16.2 million and $21.3$20.1 million, respectively.
Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. TheWe expect the Internal Revenue Service, or IRS, completedwill complete its review of the 20162020 tax year with no change to our filed tax return. We have been accepted into the Compliance Assurance Program for the 2017 and 20182022 tax yearsyear which provides for the review by the IRS of tax matters relating to our tax return prior to filing. We are subject to examination by state and local tax authorities generally for the period mandated by statute, with the exception of states where waivers of the statute of limitations have been executed. The state with the earliest open period for a state audit is Nebraska (2006).2015. Our foreign subsidiaries are generally not subject to examination by tax authorities for periods before 2008, and we have contractual indemnities with third parties with respect to open periods that predate our ownership of certain foreign subsidiaries. Subsequent periods may be examined by the relevant tax authorities. We do not expect a material change toIn the next twelve months, it is reasonably possible that our reserve for unrecognized tax benefits withinwill decrease by approximately $3.2 million primarily related to tax attributes acquired from and expenses related to certain acquisitions, as we anticipate the next twelve months.
As a resultexpiration of the 2017 Tax Act, we have changed our assertionapplicable statute of indefinite reinvestment of the earnings oflimitations with respect to certain tax matters.
For certain of our foreign subsidiaries. In connection with this change, we are provisionally estimating that there is no deferred tax to record for any U.S. income tax and foreign taxes on previously unremitted earnings of such foreign subsidiaries. For our foreign subsidiaries where we expect to be indefinitely reinvested, we estimate that the unremitted earnings as of December 31, 20172021 are approximately $46.6$110.0 million. The amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings is estimated to be approximately $1.8$5.8 million. In our foreign subsidiaries where we expect to continue to be indefinitely reinvested, additional work is necessary to determine the historical foreign earnings and the associated tax cost of repatriation.
As of December 31, 2017, we reclassified the stranded tax effects resulting from the decrease in the federal corporate tax rate and certain other tax effects (primarily the decreased federal benefit of state income taxes) as a result of the 2017 Tax Act. As a result, we increased each of accumulated other comprehensive loss and retained earnings by $22.1 million. See Note 4 for further information.
F-38





SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 13. 14. STOCK-BASED COMPENSATION
The Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, as amended, or the Plan, provides for awards of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to our officers, other key employees and outside directors.
Shares of our common stock issued under the Plan shall be authorized but unissued shares or treasury shares. The maximum aggregate number of shares of our common stock that may be issued in connection with stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards under the Plan shall not exceed 19,200,000 shares. Each award of stock options or stock appreciation rights under the Plan will reduce the number of shares of our common stock available for future issuance under the Plan by the number of shares of our common stock subject to the award. Each award of restricted stock or restricted stock units under the Plan, in contrast, will reduce the number of shares of our common stock available for future issuance under the Plan by two2 shares for every one restricted share or restricted stock unit awarded. As of December 31, 2017, 5,939,1282021, 3,599,398 shares were available to be awarded under the Plan.
We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Stock-based compensation expense for the years ended December 31, 2017, 20162021, 2020 and 20152019 recorded in selling, general and administrative expenses was $14.6$20.9 million,, $13.0 $18.8 million and $12.1$17.1 million,, respectively.
RESTRICTED STOCK UNITS
Restricted stock units issued are generally accounted for as fixed grants and, accordingly, the fair value at the grant date is being amortized ratably over the respective vesting period. The maximum contractual vesting period for restricted stock units outstanding at December 31, 20172021 is sixfive years. Unvested restricted stock units may not be disposed of or transferred during the vesting period. Restricted stock units carry with them the right to receive, upon vesting, dividend equivalents.
The table below summarizes restricted stock unit activity for the year ended December 31, 2017:2021:
Restricted
Stock Units		Weighted
Average
Grant Date
Fair Value
Restricted stock units outstanding at December 31, 20201,871,006 29.12 
Granted364,769 38.56 
Released(576,232)28.43 
Forfeited(13,200)30.78 
Restricted stock units outstanding at December 31, 20211,646,343 31.44 
 
Restricted
Stock Units
 
Weighted
Average
Grant Date
Fair Value
Restricted stock units outstanding at December 31, 20162,051,986
 $24.12
 
Granted592,922
 29.94
 
Released(421,108) 23.24
 
Forfeited(38,334) 27.57
 
Restricted stock units outstanding at December 31, 20172,185,466
 25.81
 
The weighted average grant date fair value of restricted stock units granted during 20162020 and 20152019 was $25.77$30.55 and $28.24,$28.51, respectively. The fair value of restricted stock units released during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $12.8$22.2 million,, $9.3 $16.8 million and $8.3$37.2 million,, respectively.
As of December 31, 2017,2021, there was approximately $30.0$27.4 million of total unrecognized compensation expense related to restricted stock units. This cost is expected to be recognized over a weighted average period of 3.02.5 years.
 

F-39

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 15. CAPITAL STOCK
NOTE 14. CAPITAL STOCK
CAPITAL STOCK
At December 31, 2017,2021, our authorized capital stock consists of 200,000,000400,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value of $0.01 per share.
TREASURY STOCK
On October 17, 2016, our Board of Directors authorized the repurchase by us of up to an additional $300.0aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2021. Pursuant to this authorization, together with the remaining amount from a prior authorization, we repurchased a total of 294,930did not repurchase any shares of our common stock in 2016 at an average price per share of $24.40, for a total purchase price of $7.2 million, and we completed a “modified Dutch auction” tender offer in 2016 pursuant to which we purchased 10,617,810 shares of our common stock from our stockholders at a price of $25.38 per share, for a total purchase price of $269.4 million, exclusive of $0.7 million of fees and expenses. Certain of our directors and executive officers as well as related family foundations participated in the 2016 "modified Dutch auction" tender offer, and we purchased a total of 3,358,572 shares of our common stock beneficially owned by them at a price of $25.38 per share, for a total purchase price of $85.2 million, in such tender offer.2021. In 2015,2020, we repurchased a total of 278,8421,088,263 shares of our common stock at an average price per share of $27.36,$32.96, for a total purchase price of $7.6 million, and$35.9 million. In 2019, we completedrepurchased a “modified Dutch auction” tender offer pursuant to which we purchased 5,532,708total of 407,540 shares of our common stock from our stockholders at aan average price of $29.25 per share of $29.70, for a total purchase price of $161.8 million, exclusive of $0.7 million of fees$12.1 million.
In 2021, 2020 and expenses. At December 31, 2017, we had approximately $129.4 million remaining for the repurchase of our common stock under the October 17, 2016 Board of Directors authorization.
In 2017, 2016 and 2015,2019, we issued 421,108576,232 treasury shares, 363,368582,151 treasury shares and 292,3201,301,777 treasury shares, respectively, at an average cost of $3.15$3.19 per share, $3.16 per share and $2.86 per share, respectively, for restricted stock units that vested during these years. In 2017, 20162021, 2020 and 2015,2019, we repurchased 138,080223,030 shares, 134,122217,325 shares and 101,682543,369 shares of our common stock, respectively, at an average cost of $30.24, $25.58$38.44 per share, $28.63 per share and $28.44$28.51 per share, respectively, in accordance with the Plan to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested.
We account for treasury shares using the FIFO cost method. As of December 31, 2017, 64,727,1522021, 64,702,267 shares of our common stock were held in treasury.




NOTE 15. 16. EARNINGS PER SHARE
The components of the calculation of earnings per share were as follows:
202120202019
 (Dollars and shares in thousands)
Net income$359,081 $308,722 $193,814 
Weighted average number of shares used in:
Basic earnings per share110,396 110,768 110,939 
Dilutive common stock equivalents:
Restricted stock units770 625 569 
Diluted earnings per share111,166 111,393 111,508 

F-40
 2017 2016 2015
 (Dollars and shares in thousands)
Net income$269,659
 $153,351
 $172,413
Weighted average number of shares used in:     
Basic earnings per share110,353
 119,732
 122,042
Dilutive common stock equivalents:     
Restricted stock units1,010
 766
 570
Diluted earnings per share111,363
 120,498
 122,612


SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 16. 17. BUSINESS SEGMENT INFORMATION
We are engaged in the packaging industry and report our results in three business3 segments, which are our reportable segments: dispensing and specialty closures; metal containers,containers; and custom containers. The dispensing and specialty closures segment manufactures an extensive range of dispensing systems and plastic containers.specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. The metal containers segment manufactures steel and aluminum containers for human and pet food and general line products. The closures segment manufactures an extensive range of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. The plasticcustom containers segment manufactures custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products. These segments are strategic business operations that are managed separately to maximize the production, technology and marketing of their packaging product. Our metal container business operates primarily in North Americadispensing and Europe. Ourspecialty closures businesssegment operates in North and South America, Europe and Asia. Our plastic container businessmetal containers segment operates primarily in North America and Europe. Our custom containers segment operates in North America. The accounting policies of the business segments are the same as those described in Note 1.
 
Information for each of the past three years for our business segments is as follows:
 
Metal
Containers
 Closures 
Plastic
Containers
 Corporate Total
 (Dollars in thousands)
2017         
Net sales$2,278,054
 $1,246,669
 $565,131
 $—
 $4,089,854
Depreciation and amortization77,698
 61,668
 34,607
 89
 174,062
Rationalization charges3,308
 1,042
 1,476
 —
 5,826
Segment income from operations (1)
230,199
 142,048
 27,770
 (43,027) 356,990
Segment assets1,670,426
 2,182,529
 704,432
 34,081
 4,591,468
Capital expenditures87,115
 56,682
 30,141
 491
 174,429
2016         
Net sales$2,271,933
 $797,074
 $543,907
 $—
 $3,612,914
Depreciation and amortization72,810
 38,146
 31,993
 109
 143,058
Rationalization charges12,056
 568
 6,437
 —
 19,061
Segment income from operations (1)
214,696
 99,806
 5,231
 (20,003) 299,730
Segment assets1,551,729
 808,771
 707,578
 32,891
 3,100,969
Capital expenditures108,606
 43,120
 40,152
 15
 191,893
2015         
Net sales$2,365,268
 $804,988
 $593,715
 $—
 $3,763,971
Depreciation and amortization70,685
 37,720
 33,665
 122
 142,192
Rationalization charges41
 1,684
 12,682
 —
 14,407
Segment income from operations 
236,421
 91,823
 7,768
 (16,200) 319,812
Segment assets1,542,120
 834,114
 735,182
 33,209
 3,144,625
Capital expenditures146,972
 41,796
 48,510
 24
 237,302
Dispensing and Specialty ClosuresMetal
Containers		Custom ContainersCorporateTotal
 (Dollars in thousands)
2021
Net sales$2,160,484 $2,808,065 $708,556 $— $5,677,105 
Depreciation and amortization125,640 85,499 39,064 157 250,360 
Rationalization charges5,806 8,873 331 — 15,010 
Segment income (1)
262,148 253,736 92,359 (32,130)576,113 
Segment assets4,429,186 2,319,982 888,715 34,490 7,672,373 
Capital expenditures113,601 78,462 40,196 5 232,264 
2020
Net sales$1,712,433 $2,557,980 $651,530 $— $4,921,943 
Depreciation and amortization99,062 82,404 37,473 159 219,098 
Rationalization charges5,759 9,905 367 — 16,031 
Segment income (1)
224,374 246,628 87,810 (46,426)512,386 
Segment assets3,617,969 1,973,933 814,303 35,214 6,441,419 
Capital expenditures91,291 80,701 52,151 34 224,177 
2019
Net sales$1,405,611 $2,473,214 $611,102 $— $4,489,927 
Depreciation and amortization83,133 86,114 37,077 159 206,483 
Rationalization charges6,562 49,425 364 — 56,351 
Segment income173,485 159,980 48,915 (22,894)359,486 
Segment assets2,263,131 1,853,875 722,848 35,474 4,875,328 
Capital expenditures95,153 102,832 32,928 31 230,944 
______________________ 
(1)Corporate includes costs attributed to announced acquisitions of $24.7 million and $1.4 million in 2017 and 2016, respectively.
(1)    Corporate includes costs attributed to announced acquisitions of $5.0 million and $19.3 million in 2021 and 2020, respectively.
    





F-41

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



Total segment income from operations is reconciled to income before income taxes as follows:
202120202019
2017 2016 2015 (Dollars in thousands)
(Dollars in thousands)
Total segment income from operations$356,990
 $299,730
 $319,812
Total segment incomeTotal segment income$576,113 $512,386 $359,486 
Interest and other debt expense117,309
 67,813
 66,926
Interest and other debt expense109,800 105,308 107,350 
Income before income taxes$239,681
 $231,917
 $252,886
Income before income taxes$466,313 $407,078 $252,136 


Total segment assets at December 31 are reconciled to total assets as follows:
2017 201620212020
(Dollars in thousands) (Dollars in thousands)
Total segment assets$4,591,468
 $3,100,969
Total segment assets$7,672,373 $6,441,419 
Other assets53,981
 48,421
Other assets98,473 70,167 
Total assets$4,645,449
 $3,149,390
Total assets$7,770,846 $6,511,586 


Financial information relating to our operations by geographic area is as follows:
2017 2016 2015202120202019
(Dollars in thousands) (Dollars in thousands)
Net sales:     Net sales:
United States$3,110,595
 $2,905,157
 $3,014,068
United States$4,131,375 $3,650,953 $3,418,848 
Foreign:     Foreign:
Europe747,043
 551,071
 576,688
Europe1,166,557 953,695 818,032 
Other232,216
 156,686
 173,215
Other379,173 317,295 253,047 
Total net sales from
foreign operations
979,259
 707,757
 749,903
Total net sales from
foreign operations
1,545,730 1,270,990 1,071,079 
Total net sales$4,089,854
 $3,612,914
 $3,763,971
Total net sales$5,677,105 $4,921,943 $4,489,927 
Long-lived assets:     Long-lived assets:
United States$942,171
 $853,508
  United States$1,286,167 $1,121,596 
Foreign:     Foreign:
Europe422,709
 252,246
  Europe536,401 551,365 
Other124,992
 51,198
  Other171,309 167,797 
Total long-lived assets at
foreign operations
547,701
 303,444
  
Total long-lived assets at
foreign operations
707,710 719,162 
Total long-lived assets$1,489,872
 $1,156,952
  Total long-lived assets$1,993,877 $1,840,758 
Net sales are attributed to the country from which the product was manufactured and shipped.
Sales of our metal containers segment to Nestlé Food Company accounted for 10.210.7 percent, 11.510.5 percent and 11.1 percent of our consolidated net sales in 2017, 20162021, 2020 and 2015,2019, respectively.
Sales and income from operations of our metal container businesscontainers segment and of part of our dispensing and specialty closures businesssegment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. 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 income from operations during that quarter (see Note 17).quarter.
 

F-42

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017, 20162021, 2020 and 20152019



NOTE 18. SUBSEQUENT EVENT
NOTE 17. QUARTERLY RESULTSOF OPERATIONS (UNAUDITED)
The following table presents our quarterly results of operationsOn February 24, 2022, we gave irrevocable notice for the years ended December 31, 2017redemption on March 28, 2022 of all $300.0 million aggregate principal amount of the outstanding 4¾% Notes, at a redemption price of 100 percent of their principal amount plus accrued and 2016:unpaid interest to the redemption date. We will fund this redemption with revolving loan borrowings under the Credit Agreement and cash on hand.





F-43
 First Second Third Fourth
 (Dollars in thousands, except per share data)
2017 (1) 
       
Net sales$805,407
 $1,021,814
 $1,266,930
 $995,703
Gross profit124,566
 165,189
 212,559
 158,802
Net income23,232
 27,926
 72,382
 146,119
        
Basic net income per share (3)
$0.21
 $0.25
 $0.66
 $1.32
Diluted net income per share (3)
0.21
 0.25
 0.65
 1.31
        
Dividends per share$0.09
 $0.09
 $0.09
 $0.09
        
2016 (2)  
       
Net sales$792,738
 $874,642
 $1,139,643
 $805,891
Gross profit113,877
 127,707
 181,939
 110,013
Net income26,572
 33,315
 69,770
 23,694
        
Basic net income per share (3)
$0.22
 $0.28
 $0.58
 $0.20
Diluted net income per share (3)
0.22
 0.27
 0.57
 0.20
        
Dividends per share$0.085
 $0.085
 $0.085
 $0.085
______________________


(1) The first, second, third and fourth quarters of 2017 include rationalization charges of $0.9 million, $3.0 million, $0.6 million and $1.3 million, respectively. The first, second, third and fourth quarters of 2017 includes costs attributed to announced acquisitions of $13.2 million, $9.8 million, $0.8 million and $0.9 million, respectively. The first and second quarters of 2017 include a loss on early extinguishment of debt of $2.7 million and $4.4 million, respectively. The fourth quarter of 2017 includes the benefit from effective tax rate adjustments totaling $110.9 million primarily related to the remeasurement of net deferred tax liabilities to reflect the lower future cash tax obligations as a result of the reduction in the federal corporate tax rate under the 2017 Tax Act.
(2) The first, second, third and fourth quarters of 2016 include rationalization charges of $1.1 million, $5.0 million, $7.8 million and $5.1 million, respectively. The fourth quarter of 2016 includes costs attributed to announced acquisitions of $1.4 million.
(3)Net income per share data is computed independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share amounts may not equal the total for the year.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
SILGAN HOLDINGS INC.
For the years ended December 31, 2017, 20162021, 2020 and 20152019
(Dollars in thousands)
   Additions 
Other Changes
Increase (Decrease)
  
Description
Balance at
beginning
of period
 
Charged to
costs and
expenses
 
Charged
to other
accounts
 
Cumulative
translation
adjustment
 
Other (1)
 
Balance
at end
of period
            
            
For the year ended December 31, 2017:           
Allowance for doubtful accounts
 receivable
$4,073
 $1,216
 $—
 $570
 $(520) $5,339
For the year ended December 31, 2016:           
Allowance for doubtful accounts
 receivable
$4,975
 $180
 $—
 $(122) $(960) $4,073
For the year ended December 31, 2015:           
Allowance for doubtful accounts
 receivable
$5,497
 $309
 $—
 $(369) $(462) $4,975
  AdditionsOther Changes
Increase (Decrease)		 
DescriptionBalance at
beginning
of period		Charged to
costs and
expenses
Charged
to other
accounts(1)
Cumulative
translation
adjustment
Other (2)
Balance
at end
of period
For the year ended December 31, 2021:
Allowance for doubtful accounts
 receivable		$6,803 $946 $— $(273)$(776)$6,700 
For the year ended December 31, 2020:
Allowance for doubtful accounts
 receivable		$5,485 $1,043 $906 $457 $(1,088)$6,803 
For the year ended December 31, 2019:
Allowance for doubtful accounts
 receivable		$5,095 $1,609 $— $(56)$(1,163)$5,485 
 ______________________
(1)    As discussed in Note 1, in January 2020 we adopted amended guidance for the accounting for credit losses on financial instruments which resulted in an increase of $0.9 million to our allowance for doubtful accounts.
(2) Uncollectible accounts written off, net of recoveries.


INDEX TO EXHIBITS

F-44
Exhibit No.Exhibit
12
Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 2017, 2016, 2015, 2014, and 2013.
21
Subsidiaries of the Registrant.
23
Consent of Ernst & Young LLP.
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.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.