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SILGAN HOLDINGS INC - Quarter Report: 2012 June (Form 10-Q)

a50366400.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
(Mark One)
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

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

For the transition period from ________________ to ________________
 
 
Commission file number 000-22117


SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
06-1269834
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
   
4 Landmark Square
 
Stamford, Connecticut
06901
(Address of principal executive offices)
(Zip Code)
   
 (203) 975-7110
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes [ X ]   No [   ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ X ]
Accelerated filer  [   ]
Non-accelerated filer  [   ]  (Do not check if a smaller reporting company)
Smaller reporting company  [   ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [ X ]

As of July 31, 2012, the number of shares outstanding of the Registrant’s common stock, $0.01 par value, was 69,437,022.
 
 
 
 

 
 
SILGAN HOLDINGS INC.
   
TABLE OF CONTENTS
   
 
Page No.
   
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6
   
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                Condition and Results of Operations 20 
   
29
   
29
   
30
   
30
   
31
   
32
   
33
 
 
 
- 2 -

 
 
Part I. Financial Information
Item 1. Financial Statements

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

   
June 30,
   
June 30,
   
Dec. 31,
 
   
2012
   
2011
   
2011
 
   
(unaudited)
   
(unaudited)
       
Assets
                 
                   
Current assets:
                 
Cash and cash equivalents
  $ 368,882     $ 127,546     $ 397,101  
Trade accounts receivable, net
    408,595       431,425       339,909  
Inventories
    741,380       742,474       554,148  
Prepaid expenses and other current assets
     53,484        54,463        42,565  
Total current assets
    1,572,341       1,355,908       1,333,723  
                         
Property, plant and equipment, net
    1,036,819       1,085,390       1,064,708  
Goodwill
    384,064       397,829       389,922  
Other intangible assets, net
    93,104       97,001       96,442  
Other assets, net
      134,662         71,544         94,292  
    $ 3,220,990     $ 3,007,672     $ 2,979,087  
                         
Liabilities and Stockholders’ Equity
                       
                         
Current liabilities:
                       
Revolving loans and current
                       
portion of long-term debt
  $ 236,640     $ 146,602     $ 87,776  
Trade accounts payable
    263,125       274,959       319,339  
Accrued payroll and related costs
    63,890       61,275       58,429  
Accrued liabilities
    59,341       171,855       129,945  
Total current liabilities
    622,996       654,691       595,489  
                         
Long-term debt
    1,544,889       1,345,827       1,288,483  
Other liabilities
    393,605       371,031       437,121  
                         
Stockholders’ equity:
                       
Common stock
    876       873       875  
Paid-in capital
    200,924       188,726       196,626  
Retained earnings
    929,370       802,643       902,987  
Accumulated other comprehensive loss
    (121,478 )     (44,918 )     (115,282 )
Treasury stock
    (350,192 )     (311,201 )     (327,212 )
Total stockholders’ equity
    659,500       636,123       657,994  
    $ 3,220,990     $ 3,007,672     $ 2,979,087  
 
See accompanying notes.
 
 
- 3 -

 
 
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars and shares in thousands, except per share amounts)
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net sales
  $ 821,611     $ 822,224     $ 1,589,968     $ 1,525,312  
Cost of goods sold
    706,282       705,331       1,360,594       1,306,454  
Gross profit
    115,329       116,893       229,374       218,858  
Selling, general and administrative expenses
    46,532       20,062       91,211       66,652  
Rationalization charges
    158        2,369       3,761       4,101  
Income from operations
    68,639       94,462       134,402       148,105  
Interest and other debt expense before loss on
                               
   early extinguishment of debt
    16,028       16,446       31,618       30,385  
Loss on early extinguishment of debt
    38,704        -        38,704        -  
Interest and other debt expense
    54,732       16,446       70,322       30,385  
Income before income taxes     13,907       78,016       64,080       117,720  
Provision for income taxes
    3,327       26,810       20,750       40,400  
Net income
  $ 10,580     $ 51,206     $ 43,330     $ 77,320  
                                 
                                 
Earnings per share:
                               
Basic net income per share
  $ 0.15     $ 0.73     $ 0.62     $ 1.10  
Diluted net income per share
  $ 0.15     $ 0.73     $ 0.62     $ 1.10  
                                 
Dividends per share
  $ 0.12     $ 0.11     $ 0.24     $ 0.22  
                                 
Weighted average number of shares:
                               
Basic
    69,719       70,145       69,834       70,064  
Effect of dilutive securities
    281       368       303       443  
Diluted
    70,000       70,513       70,137       70,507  
 
See accompanying notes.
 
 
- 4 -

 
 
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands)
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net income
  $ 10,580     $ 51,206     $ 43,330     $ 77,320  
                                 
Other comprehensive (loss) income, net of tax:
                               
Changes in net prior service credit and actuarial losses
    1,851       1,239       3,702       2,479  
Change in fair value of derivatives
    (222 )     (696 )     (378 )     1,483  
   Foreign currency translation
    (23,219 )     1,743       (9,520 )     14,146  
   Other comprehensive (loss) income
    (21,590 )     2,286       (6,196 )     18,108  
                                 
Comprehensive (loss) income
  $ (11,010 )   $ 53,492     $ 37,134     $ 95,428  
 
See accompanying notes.
 
 
- 5 -

 
 
 SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2012 and 2011
(Dollars in thousands)
(Unaudited)

   
2012
   
2011
 
             
Cash flows provided by (used in) operating activities:
           
Net income
  $ 43,330     $ 77,320  
Adjustments to reconcile net income to net cash
used in operating activities:
               
Depreciation and amortization
    83,373       79,439  
Loss on early extinguishment of debt
    38,704        
Rationalization charges
    3,761       4,101  
Excess tax benefit from stock-based compensation
    (1,367 )     (1,700 )
Other changes that provided (used) cash, net of
effects from acquisitions:
               
Trade accounts receivable, net
    (76,970 )     (120,431 )
Inventories
    (193,695 )     (199,382 )
Trade accounts payable
    14,579       42,640  
Accrued liabilities
    (16,116 )     48,966  
Contributions to domestic pension benefit plans
    (76,000 )     -  
Other, net
    (14,829 )     16,576  
Net cash used in operating activities
    (195,230 )      (52,471 )
                 
Cash flows provided by (used in) investing activities:
               
Purchases of businesses, net of cash acquired
    (50,975 )     (264,367 )
Capital expenditures
    (59,448 )     (84,170 )
Proceeds from asset sales
       335          3,129  
Net cash used in investing activities
    (110,088 )     (345,408 )
                 
Cash flows provided by (used in) financing activities:
               
Borrowings under revolving loans
    174,300       810,114  
Repayments under revolving loans
    (25,596 )     (321,030 )
Proceeds from issuance of long-term debt
    526,550       4,210  
Repayments of long-term debt
    (282,639 )     (25,213 )
Debt issuance costs
    (9,749 )     -  
Changes in outstanding checks - principally vendors
    (66,604 )     (99,557 )
Dividends paid on common stock
    (16,947 )     (15,600 )
Proceeds from stock option exercises
    195       394  
Excess tax benefit from stock-based compensation
    1,367       1,700  
Repurchase of common stock under stock plan
    (1,692 )      (4,819 )
Repurchase of common stock under share repurchase
authorization
    (22,086 )     -  
Net cash provided by financing activities
    277,099       350,199  
                 
Cash and cash equivalents:
               
Net decrease
    (28,219 )     (47,680 )
Balance at beginning of year
      397,101         175,226  
Balance at end of period
  $ 368,882     $ 127,546  
                 
                 
Interest paid, net
  $ 29,743     $ 28,797  
Income taxes paid (refunded), net
    41,543       (3,386 )
 
See accompanying notes.
 
 
- 6 -

 
 
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
For the six months ended June 30, 2012 and 2011
(Dollars and shares in thousands)
(Unaudited)

                         
Accumulated
         
 
 
 
Common Stock
               
Other
         
Total
 
 
Shares
   
Par
   
Paid-in
   
Retained
   
Comprehensive
   
Treasury
   
Stockholders’
 
 
Outstanding
   
Value
   
Capital
   
Earnings
   
Loss
   
Stock
   
Equity
 
                                         
Balance at December 31, 2010
  69,876     $ 873     $ 183,524     $ 740,923     $ (63,026 )   $ (308,695 )   $ 553,599  
                                                       
Net income
  -       -       -       77,320        -       -       77,320  
                                                       
Other comprehensive income
  -       -       -       -       18,108       -       18,108  
                                                       
Dividends declared on common stock
  -       -       -       (15,600 )      -       -       (15,600 )
                                                       
Stock compensation expense
  -       -       4,742       -        -       -       4,742  
                                                       
Stock option exercises, including  
  tax benefit of $679
  46       -       1,073       -        -       -       1,073  
                                                       
Net issuance of treasury stock for
vested restricted stock units,
including tax benefit of $1,700
    216             (613 )           -       (2,506 )     (3,119 )
                                                       
Balance at June 30, 2011
  70,138     $ 873     $ 188,726     $ 802,643     $ (44,918 )   $ (311,201 )   $ 636,123  
                                                       
Balance at December 31, 2011
  69,884     $ 875     $ 196,626     $ 902,987     $ (115,282 )   $ (327,212 )   $ 657,994  
                                                       
Net income
  -       -       -       43,330        -       -       43,330  
                                                       
Other comprehensive loss
  -       -       -       -       (6,196 )     -       (6,196 )
                                                       
Dividends declared on common stock
  -       -       -       (16,947 )      -       -       (16,947 )
                                                       
Stock compensation expense
  -       -       3,479       -        -       -       3,479  
                                                       
Stock option exercises, including
tax benefit of $580
  36       1       774       -        -       -       775  
                                                       
Net issuance of treasury stock for 
   vested restricted stock units,
including tax benefit of $843
  81       -       45       -        -       (894 )     (849 )
                                                       
Repurchases of common stock
  (511 )                       -       (22,086 )     (22,086 )
                                                       
Balance at June 30, 2012
  69,490     $ 876     $ 200,924     $ 929,370     $ (121,478 )   $ (350,192 )   $ 659,500  

 
See accompanying notes.
 
 
- 7 -

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 1.     Significant Accounting Policies

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

The Condensed Consolidated Balance Sheet at December 31, 2011 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

Recently Adopted Accounting Pronouncement.  In June 2011, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, which amends the guidance for presenting comprehensive income.  This amendment required us to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements effective January 1, 2012 with retrospective application required.  We have elected to present two consecutive statements.  Our adoption of this amendment did not have an effect on our financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncement.  In July 2012, the FASB issued an ASU which amends the guidance for testing indefinite-lived intangible assets for impairment.  This amendment will allow us, at our option, to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired.  The result of this qualitative assessment will dictate if we need to calculate the fair value of an indefinite-lived intangible asset, compare that value with its carrying amount and record an impairment charge, if any.  This amendment is effective for us on January 1, 2013, with early adoption permitted.  We do not expect the adoption of this amendment to have a significant effect on our financial position, results of operations or cash flows.
 
 
 
- 8 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 2.     Acquisitions

In March 2012, we paid the deferred portion of the purchase price under our agreement to acquire the metal container operations of Vogel & Noot Holding AG, or VN, of €36.4 million ($47.6 million translated at the U.S. dollar exchange rate at the date of payment).
 
Note 3.     Rationalization Charges

As part of our plans to rationalize certain facilities, we have established reserves for employee severance and benefits and plant exit costs.  Activity in our rationalization reserves since December 31, 2011 is summarized as follows:

   
Employee
   
Plant
   
Non-Cash
       
   
Severance
   
Exit
   
Asset
       
   
and Benefits
   
Costs
   
Write-Down
   
Total
 
   
(Dollars in thousands)
                         
Balance at December 31, 2011
  $ 4,385     $ 211     $  -     $ 4,596  
                                 
Activity for the six months ended June 30, 2012
                               
Prior years’ rationalization plan reserves established
    460        (249 )        29       240  
Prior years’ rationalization plan reserves utilized
    (2,364 )      249       (29 )         (2,144 )
2012 rationalization plan reserves established
    2,257       752       512       3,521  
2012 rationalization plan reserves utilized
    (580 )     (752 )     (512 )     (1,844 )
Currency translation
    (97 )      -       -       (97 )
Total activity
    (324 )      -       -       (324 )
                                 
Balance at June 30, 2012
  $ 4,061     $ 211     $  -     $ 4,272  

Rationalization reserves as of June 30, 2012 and December 31, 2011 are included in the Condensed Consolidated Balance Sheets as accrued liabilities.
 
 
- 9 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 3.     Rationalization Charges (continued)

2012 Rationalization Plans

In the first quarter of 2012, we announced a plan to exit our Breinigsville (Allentown), Pennsylvania plastic container manufacturing facility.  Our plan included the termination of approximately 32 employees and other related plant exit costs.  The total costs for the rationalization of this facility of $2.5 million consist of $0.2 million for employee severance and benefits, $1.7 million for plant exit costs and $0.6 million for the non-cash write-down in carrying value of assets.  Through June 30, 2012, we recognized a total of $1.4 million of costs, which consisted of $0.2 million of employee severance and benefits, $0.7 million for plant exit costs and $0.5 million for the non-cash write-down in carrying value of assets.  The plant has ceased operations.  Remaining expenses and cash expenditures of $1.1 million and $1.0 million, respectively, are expected primarily in 2012.

In the first quarter of 2012, we announced plans to reduce costs in the U.S. corporate office and European manufacturing facilities of our closures business through the termination of approximately 49 employees, with total estimated costs of $3.5 million for employee severance and benefits.  Through June 30, 2012, we recognized a total of $2.1 million of costs and made cash payments of $0.5 million.  Remaining expenses and cash expenditures of $1.4 million and $3.0 million, respectively, are expected primarily in 2012.

Note 4.      Inventories

Inventories consisted of the following:

   
June 30,
   
June 30,
   
Dec. 31,
 
   
2012
   
2011
   
2011
 
   
(Dollars in thousands)
 
                   
Raw materials
  $ 176,091     $ 172,186     $ 191,590  
Work-in-process
    120,758       122,771       116,790  
Finished goods
    527,103       502,579       327,810  
Other
    13,365       13,887       13,781  
      837,317       811,423       649,971  
Adjustment to value inventory
at cost on the LIFO method
    (95,937 )     (68,949 )     (95,823 )
    $ 741,380     $ 742,474     $ 554,148  
 
 
- 10 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 5.     Long-Term Debt

Long-term debt consisted of the following:

   
June 30,
   
June 30,
   
Dec. 31,
 
   
2012
   
2011
   
2011
 
   
(Dollars in thousands)
 
                   
Bank debt
                 
Bank revolving loans
  $ 160,000     $ 462,839     $  -  
U.S. term loans
    520,000       400,000       520,000  
Canadian term loans
    78,400       82,296       79,323  
Euro term loans
    416,874       179,812       433,825  
Other foreign bank revolving and term loans
    106,255       122,665       97,874  
Total bank debt
    1,281,529       1,247,612       1,131,022  
                         
5% Senior Notes
    500,000       -       -  
7¼% Senior Notes, net of unamortized discount
     -       244,817       245,237  
                         
Total debt
    1,781,529       1,492,429       1,376,259  
Less current portion
    236,640       146,602       87,776  
    $ 1,544,889     $ 1,345,827     $ 1,288,483  

At June 30, 2012, amounts expected to be repaid within one year consisted of $160.0 million of bank revolving loans and $76.6 million of foreign bank revolving and term loans.

5% Senior Notes

On March 23, 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 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 effectively 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.  Proceeds from the issuance of the 5% Notes were used in April 2012 to redeem all of the outstanding 7¼% Senior Notes due 2016, or the 7¼% Notes, to pay the applicable premium for such redemption, to pay related fees and expenses and for general corporate purposes.
 
 
- 11 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 5.     Long-Term Debt (continued)

5% Senior Notes (continued)

The 5% Notes are redeemable, at the option of Silgan, in whole or in part, at any time after April 1, 2016 at the following redemption prices (expressed in percentages of principal amount) plus accrued and unpaid interest thereon to the redemption date if redeemed during the twelve month period commencing April 1, of the years set forth below:

Year
Redemption Price
2016
102.500%
2017
101.250%
2018 and thereafter
100.000%

In addition, prior to April 1, 2015, we may redeem up to 35 percent of the aggregate principal amount of the 5% Notes from the proceeds of certain equity offerings at a redemption price of 105 percent of their principal amount, plus accrued and unpaid interest to the date of redemption.  We may also redeem the 5% Notes, in whole or in part, prior to April 1, 2016 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 5% Notes.

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 purchase 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 our senior secured credit facility, or the Credit Agreement.
 
7¼% Notes

On April 9, 2012, we redeemed all $250 million aggregate principal amount of our outstanding 7¼% Notes at a redemption price of 112.3715 percent of their principal amount, or $280.9 million, plus accrued and unpaid interest up to the redemption date.  As a result, during the second quarter of 2012, we recorded a loss on early extinguishment of debt of $38.7 million for the premium paid in connection with this redemption and for the write-off of unamortized debt issuance costs and discount.
 
 
 
- 12 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 6.     Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2012:

   
Carrying
   
Fair
 
   
Amount
   
Value
 
   
(Dollars in thousands)
 
Assets:
           
Cash and cash equivalents
  $ 368,882     $ 368,882  
                 
Liabilities:
               
Bank debt
    1,281,529       1,281,529  
5% Notes
    500,000       512,190  
Interest rate swap agreements
    12,530       12,530  
Natural gas swap agreements
    244       244  

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that are measured on a recurring basis at June 30, 2012 consist of our cash and cash equivalents, interest rate swap agreements and natural gas swap agreements.  We measured the fair value of cash and cash equivalents using Level 1 inputs.  We measured the fair value of the swap agreements using the income approach.  The fair value of these agreements reflects the estimated amounts that we would pay based on the present value of the expected cash flows derived from market interest rates and prices.  As such, these derivative instruments are classified within Level 2.
 
 
 
- 13 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 6.     Financial Instruments (continued)

Financial Instruments Not Measured at Fair Value

Our bank debt and 5% Notes are recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to record them at fair value.  For purposes of the table above, we measured the fair value of our variable rate bank debt using Level 2 inputs and the fair values of our 5% Notes using Level 1 inputs.

Derivative Instruments and Hedging Activities

Our derivative financial instruments are recorded in the Condensed Consolidated Balance Sheets at their fair values.  Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures.  We limit our use of derivative financial instruments to interest rate and natural gas swap agreements.  We do not engage in trading or other speculative uses of these financial instruments.  For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge.  Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk.  Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive (loss) income.  We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges.  During the first six months of 2012, our hedges were fully effective. The fair value of our outstanding swap agreements in effect at June 30, 2012 was recorded in our Condensed Consolidated Balance Sheet as a liability of $12.8 million, of which $5.0 million was included in accrued liabilities and $7.8 million was included in other liabilities.

The amount reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2012 were losses, net of income taxes, of $0.9 million and $1.7 million, respectively.  We estimate that we will reclassify losses of $2.6 million, net of income taxes, from the change in fair value of derivatives component of accumulated other comprehensive loss to earnings during the next twelve months.  The actual amount that will be reclassified to earnings will vary from this amount as a result of changes in market conditions.
 
 
 
- 14 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 6.     Financial Instruments (continued)

Interest Rate Swap Agreements

We have entered into U.S. dollar and Euro interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations.  At June 30, 2012, the aggregate notional principal amount of our outstanding interest rate swap agreements was $280.7 million (non-U.S. dollar agreements have been translated into U.S. dollars at exchange rates in effect at the balance sheet date).  The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income.  For the three and six months ended June 30, 2012, net payments under our interest rate swap agreements were $1.0 million and $2.0 million, respectively.  These agreements are with financial institutions which are expected to fully perform under the terms thereof.

In April 2012, we entered into three interest rate swap agreements, each for $50.0 million notional principal amount, to fix interest on variable rate debt.  The first agreement has a fixed interest rate of 0.75 percent and matures in June 2015.  The second agreement has a fixed interest rate of 1.38 percent beginning in June 2013 and matures in June 2017.  The third agreement has a fixed interest rate of 1.64 percent beginning in June 2014 and matures in June 2017.

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.  At June 30, 2012, the aggregate notional principal amount of our natural gas swap agreements was 390,000 MMBtu of natural gas with fixed prices ranging from $2.587 to $4.814 per MMBtu, which hedges approximately 9 percent of our estimated twelve month exposure to fluctuations in natural gas prices.  The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income.  For the three and six months ended June 30, 2012, net payments under our natural gas swap agreements were $0.5 million and $1.0 million, respectively.  These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have initially financed acquisitions of foreign operations primarily with loans borrowed under the Credit Agreement denominated in Euros and Canadian dollars.  In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations.  We have designated substantially all of our Euro denominated borrowings under our Credit Agreement as net investment hedges.  Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2012 were $26.6 million and $16.2 million, respectively.
 
 
 
- 15 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 7.     Retirement Benefits

The components of the net periodic pension benefit costs are as follows:

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Dollars in thousands)
 
                         
Service cost
  $  3,676     $  3,740     $  7,399     $  7,510  
Interest cost
    6,920       7,144       13,829       14,314  
Expected return on plan assets
    (11,801 )     (10,186 )     (22,314 )     (20,400 )
Amortization of prior service cost
    477       510       953       1,021  
Amortization of actuarial losses
    3,088       1,993       6,176       3,985  
Net periodic benefit cost
  $  2,360     $  3,201     $  6,043     $  6,430  

The components of the net periodic other postretirement benefits costs are as follows:

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Dollars in thousands)
 
                         
Service cost
  $ 228     $ 259     $ 455     $ 518  
Interest cost
    571       658       1,140       1,315  
Amortization of prior service credit
    (654 )     (643 )     (1,308 )     (1,285 )
Amortization of actuarial losses
    53       142       142       284  
Net periodic benefit cost
  $ 198     $ 416     $ 429     $ 832  

As previously disclosed in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, there are no significant minimum required contributions to our pension plans in 2012.  In the first six months of 2012, we made voluntary contributions to our domestic pension benefit plans of $76.0 million.

Note 8.      Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions.  The Internal Revenue Service, or IRS, has commenced an examination of Silgan’s income tax return for the periods ended December 31, 2004 through December 31, 2010.  It is reasonably possible that this IRS audit and IRS audits for prior periods will be concluded within the next twelve months, and that the conclusion of these audits may result in a significant change to our reported unrecognized tax benefits.  Due to the ongoing nature of these audits, we are unable to estimate the amount of this potential impact.
 
 
 
- 16 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 9.     Dividends

In each of March and June 2012, we paid a quarterly cash dividend on our common stock of $0.12 per share, as approved by our Board of Directors.  The aggregate cash payments related to these dividends totaled $16.9 million.

On August 9, 2012, our Board of Directors declared a quarterly cash dividend on our common stock of $0.12 per share, payable on September 18, 2012 to holders of record of our common stock on September 4, 2012.  The cash payment related to this dividend is expected to be $8.4 million.

Note 10.   Treasury Stock

On August 5, 2011, our Board of Directors authorized the repurchase of up to $300 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014. Pursuant to this authorization, we repurchased 510,878 shares of our common stock at an average price per share of $43.23, for a total purchase price of $22.1 million, during the six months ended June 30, 2012.

During the first six months of 2012, we issued 120,446 treasury shares which had an average cost of $6.63 per share for restricted stock units that vested during the period.  In accordance with the Silgan Holdings Inc. 2004 Stock Incentive Plan, we repurchased 39,510 shares of our common stock at an average cost of $42.83 to satisfy minimum employee withholding tax requirements resulting from certain restricted stock units becoming vested.  We account for the treasury shares using the first-in, first-out (FIFO) cost method.  As of June 30, 2012, 18,065,849 shares were held in treasury.

Note 11.   Stock-Based Compensation

We currently have one stock-based compensation plan in effect, under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first six months of 2012, 188,900 restricted stock units were granted to certain of our officers and key employees.  The fair value of these restricted stock units at the grant date was $8.1 million, which is being amortized ratably over the five-year vesting period from the grant date.
 
 
- 17 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 12.   Business Segment Information

Reportable business segment information for the three and six months ended June 30 is as follows:

   
Metal
         
Plastic
             
   
Containers
   
Closures
   
Containers
   
Corporate
   
Total
 
   
(Dollars in thousands)
 
Three Months Ended June 30, 2012
                             
                               
Net sales
  $ 479,687     $ 183,088     $ 158,836     $  -     $ 821,611  
Depreciation and amortization(1)
    21,346       7,938       10,414       289       39,987  
Rationalization charges
    -       -       158       -       158  
Segment income from operations(2) (3)
    40,134       22,918       9,061       (3,474 )     68,639  
                                         
Three Months Ended June 30, 2011
                                       
                                         
Net sales
  $ 482,258     $ 184,538     $ 155,428     $  -     $ 822,224  
Depreciation and amortization(1)
    20,160       8,604       11,191       424       40,379  
Rationalization charges
    1,378       317       674       -       2,369  
Segment income from operations(2) (3)
    42,874       22,681       4,512       24,395       94,462  
                                         
Six Months Ended June 30, 2012
                                       
                                         
Net sales
  $ 924,572     $ 346,052     $ 319,344     $ -     $ 1,589,968  
Depreciation and amortization(1)
    43,005       16,211       20,935       707       80,858  
Rationalization charges
    -       2,141       1,620       -       3,761  
Segment income from operations(2) (3)
    82,151       40,939       17,980       (6,668 )     134,402  
                                         
Six Months Ended June 30, 2011
                                       
                                         
Net sales
  $ 872,742     $ 344,580     $ 307,990     $ -     $ 1,525,312  
Depreciation and amortization(1)
    37,983       16,720       22,308       847       77,858  
Rationalization charges
    1,378       1,392       1,331       -       4,101  
Segment income from operations(2) (3)
    81,238       38,498       10,827       17,542       148,105  

(1)  
Depreciation and amortization excludes amortization of debt issuance costs of $1.2 million and amortization of debt discount and issuance costs of $0.8 million for the three months ended June 30, 2012 and 2011, respectively, and amortization of debt discount and issuance costs of $2.5 million and $1.6 million for the six months ended June 30, 2012 and 2011, respectively.
(2)  
Income from operations for corporate includes costs attributable to announced acquisitions of $0.7 million for the three and six months ended June 30, 2012 and also includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the merger agreement with Graham Packaging Company Inc., or the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.
(3)  
Income from operations of the metal containers segment includes new plant start-up costs of $1.9 million and $2.9 million for the three and six months ended June 30, 2012, respectively, and a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.
 
 
 
- 18 -

 
 
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at June 30, 2012 and 2011 and for the
three and six months then ended is unaudited)


Note 12.   Business Segment Information (continued)

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

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Dollars in thousands)
 
                         
Total segment income from operations
  $ 68,639     $ 94,462     $ 134,402     $ 148,105  
Interest and other debt expense
    54,732       16,446        70,322        30,385  
Income before income taxes
  $ 13,907     $ 78,016     $ 64,080     $ 117,720  

Sales and income from operations of our metal container and closures businesses 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.

Note 13.   Subsequent Events

Rexam PLC’s plastic thermoformed food business

On July 3, 2012 we announced that we had entered into a definitive purchase agreement to acquire Rexam PLC’s plastic thermoformed food business for an aggregate purchase price of $250.0 million. This business, with sales of approximately $90.0 million for the year ended December 31, 2011, provides thermoformed packaging solutions such as retortable bowls and barrier trays to many of the world’s leading packaged food and ready-meal companies.  The transaction is expected to close in the third quarter of 2012, subject to certain customary conditions and regulatory approvals, and we expect to fund the purchase price for this acquisition with cash on hand.

Öntaş

On July 10, 2012, we acquired Öntaş Öner Teneke Ambalaj Sanayii Ve Tikaret A.S., which operates under the name of Öntaş in Izmir, Turkey, or Öntaş, for an aggregate purchase price of $18.3 million.  Öntaş, with sales of approximately $30.0 million for the year ended December 31, 2011, is a leading supplier of food cans and vacuum closures in the Turkish market.  We funded the purchase price for this acquisition with cash on hand.
 
 
 
- 19 -

 
 
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q 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 Securities Exchange Act of 1934.  Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in our other filings with the Securities and Exchange Commission.  As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

We are a leading manufacturer of rigid packaging for consumer goods products.  We currently produce steel and aluminum containers for human and pet food and general line products; metal, composite and plastic vacuum closures for food and beverage products and plastic closures for the dairy and juice markets; and custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products.  We are a leading manufacturer of metal containers in North America and Europe, a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products and a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, health care, household and industrial chemical and food markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns.  We have grown our net sales and income from operations over the years, largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market.  If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

On July 3, 2012 we announced that we had entered into a definitive purchase agreement to acquire Rexam PLC’s plastic thermoformed food business for an aggregate purchase price of $250.0 million. This business, with sales of approximately $90.0 million for the year ended December 31, 2011, provides thermoformed packaging solutions such as retortable bowls and barrier trays to many of the world’s leading packaged food and ready-meal companies.  The transaction is expected to close in the third quarter of 2012, subject to certain customary conditions and regulatory approvals, and we expect to fund the purchase price for this acquisition with cash on hand.

On July 10, 2012, we acquired Öntaş for an aggregate purchase price of $18.3 million, which we funded from cash on hand.  Öntaş, with sales of approximately $30.0 million for the year ended December 31, 2011, is a leading supplier of food cans and vacuum closures in the Turkish market.
 
 
- 20 -

 
 
RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
Net sales
                       
Metal containers
    58.4 %     58.7 %     58.1 %     57.2 %
Closures
    22.3       22.4       21.8       22.6  
Plastic containers
    19.3       18.9       20.1       20.2  
Consolidated
    100.0       100.0       100.0       100.0  
Cost of goods sold
    86.0       85.8       85.6       85.6  
Gross profit
    14.0       14.2       14.4       14.4  
Selling, general and administrative expenses
    5.7       2.4       5.7       4.4  
Rationalization charges
    -       0.3       0.3       0.3  
Income from operations
    8.3       11.5       8.4       9.7  
Interest and other debt expense
    6.6       2.0       4.4       2.0  
Income before income taxes
    1.7       9.5       4.0       7.7  
Provision for income taxes
    0.4       3.3       1.3       2.6  
Net income
    1.3 %     6.2 %     2.7 %     5.1 %
 
 
- 21 -

 
 
Summary unaudited results of operations for the three and six months ended June 30, 2012 and 2011 are provided below.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Dollars in millions)
 
                         
Net sales
                       
Metal containers
  $ 479.7     $ 482.3     $ 924.6     $ 872.7  
Closures
    183.1       184.5       346.1       344.6  
Plastic containers
    158.8       155.4       319.3       308.0  
Consolidated
  $ 821.6     $ 822.2     $ 1,590.0     $ 1,525.3  
                                 
Income from operations
                               
Metal containers (1)
  $ 40.1     $ 42.9     $ 82.2     $ 81.2  
Closures (2)
    22.9       22.7       40.9       38.5  
Plastic containers (3)
    9.1       4.5       18.0       10.8  
Corporate(4)
    (3.5 )     24.4       (6.7 )      17.6  
Consolidated
  $ 68.6     $ 94.5     $ 134.4     $ 148.1  
 _____________

(1)  
Includes new plant start-up costs of $1.9 million and $2.9 million for the three and six months ended June 30, 2012, respectively.  Includes rationalization charges of $1.4 million for the three and six months ended June 30, 2011. Includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.
(2)  
Includes rationalization charges of $0.3 million for the three months ended June 30, 2011 and $2.1 million and $1.4 million for the six months ended June 30, 2012 and 2011, respectively.
(3)  
Includes rationalization charges of $0.2 million and $0.7 million for the three months ended June 30, 2012 and 2011, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2012 and 2011, respectively.
(4)  
Includes costs attributable to announced acquisitions of $0.7 million for the three and six months ended June 30, 2012.   Includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

 
- 22 -

 
 
Three Months Ended June 30, 2012 Compared with Three Months Ended June 30, 2011

Overview.  Consolidated net sales were $821.6 million in the second quarter of 2012, representing a 0.1 percent decrease as compared to the second quarter of 2011 due primarily to unfavorable foreign currency translation of approximately $18.4 million, softness in the European market and a less favorable mix of products sold in the metal containers business, mostly offset by higher average selling prices as a result of the pass through of higher raw material costs in the metal container business, favorable unit volumes in the U.S. single-serve beverage market, a favorable mix of products sold in the plastic container business and an increase in unit volumes sold in the plastic container and metal container businesses.  Income from operations for the second quarter of 2012 of $68.6 million decreased by $25.9 million, or 27.4 percent, as compared to the same period in 2011 primarily due to income of $27.0 million in the second quarter of 2011 for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities, an unfavorable mix of products sold in metal food containers, increased price pressure and volume declines in the European market, and costs associated with the start-up of new metal container production facilities in eastern Europe and the Middle East, partially offset by the favorable comparison of the year-over-year resin cost pass through lag effect, favorable unit volumes in the U.S. single-serve beverage market, a favorable mix of products sold and an increase in unit volumes in the plastic container business, cost reduction initiatives and continued improvements in operating performance, a $3.3 million charge in 2011 for the resolution of a past product liability dispute and a decrease in rationalization charges of $2.2 million.  Rationalization charges were $0.2 million and $2.4 million for the second quarter of 2012 and 2011, respectively.  Income before income taxes for 2012 included a loss on early extinguishment of debt of $38.7 million. Net income for the second quarter of 2012 was $10.6 million, or $0.15 per diluted share, as compared to $51.2 million, or $0.73 per diluted share, for the same period in 2011.

Net Sales.  The $0.6 million decrease in consolidated net sales in the second quarter of 2012 as compared to the second quarter of 2011 was the result of lower net sales in the metal containers and closures businesses, partially offset by higher net sales in the plastic container business.

Net sales for the metal container business decreased $2.6 million, or 0.5 percent, in the second quarter of 2012 as compared to the same period in 2011.  This decrease was primarily attributable to the impact of unfavorable foreign currency translation of approximately $7.5 million, a less favorable mix of products sold and softness in the European markets, partially offset by higher average selling prices as a result of the pass through of higher raw material costs.

Net sales for the closures business decreased $1.4 million, or 0.8 percent, in the second quarter of 2012 as compared to the same period in 2011.  This decrease was primarily the result of the impact of unfavorable foreign currency translation of approximately $9.3 million and lower net sales in Europe due to weak market conditions, partially offset by favorable unit volumes in the U.S. single-serve beverage market.

Net sales for the plastic container business in the second quarter of 2012 increased $3.4 million, or 2.2 percent, as compared to the same period in 2011.  This increase was primarily due to a favorable mix of products sold and an increase in unit volumes, both due to strong seasonal sales in the agricultural and chemical markets and customers building inventory in advance of planned shut downs, partially offset by the unfavorable impact of foreign currency translation of approximately $1.6 million.

Gross Profit.  Gross profit margin decreased 0.2 percentage points to 14.0 percent in the second quarter of 2012 as compared to the same period in 2011 for the reasons discussed below in “Income from Operations.”
 
 
- 23 -

 
 
Selling, General and Administrative Expenses.  Selling, general and administrative expenses as a percentage of consolidated net sales increased 3.3 percentage points to 5.7 percent for the second quarter of 2012 as compared to 2.4 percent for the same period in 2011.  Selling, general and administrative expenses increased $26.4 million to $46.5 million for the second quarter of 2012 as compared to $20.1 million for the same period in 2011.  These increases were primarily due to the inclusion in 2011 of $27.0 million of income from proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

Income from Operations.  Income from operations for the second quarter of 2012 decreased by $25.9 million as compared to the second quarter of 2011, and operating margin decreased to 8.3 percent from 11.5 percent over the same periods, principally due to the inclusion in 2011 of income of $27.0 million from proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

Income from operations of the metal container business for the second quarter of 2012 decreased $2.8 million, or 6.5 percent, as compared to the same period in 2011, and operating margin decreased to 8.4 percent from 8.9 percent over the same periods.  These decreases were primarily the result of a less favorable mix of products sold, volume declines and increased price pressure due to overall economic weakness in the European markets and costs of $1.9 million associated with the start-up of three new production facilities in eastern Europe and one facility in the Middle East, partially offset by the inclusion in the second quarter of 2011 of a charge of $3.3 million for the resolution of a past product liability dispute and rationalization charges of $1.4 million.

Income from operations of the closures business for the second quarter of 2012 increased $0.2 million to $22.9 million as compared to $22.7 million for the same period in 2011, and operating margin increased to 12.5 percent from 12.3 percent over the same periods.  These increases were primarily attributable to higher unit volumes in the U.S. single-serve beverage market, continued improvement in manufacturing efficiencies and operating cost savings and a decrease in rationalization charges, largely offset by weaker volumes and increased price pressure in the European market due to macroeconomic issues.  Rationalization charges of $0.3 million were recognized in the second quarter of 2011.

Income from operations of the plastic container business for the second quarter of 2012 increased $4.6 million to $9.1 million as compared to $4.5 million for the same period in 2011, and operating margin increased to 5.7 percent from 2.9 percent over the same periods.  These increases were primarily attributable to the  favorable comparison of the year-over-year resin cost pass through lag effect which benefitted the second quarter of 2012, a favorable mix of products sold, cost reduction initiatives and continued improvement in operating performance, an increase in unit volumes and lower rationalization charges.  Rationalization charges of $0.2 million and $0.7 million were recognized in the second quarter of 2012 and 2011, respectively.

Interest and Other Debt Expense.  Interest and other debt expense before loss on early extinguishment of debt for the second quarter of 2012 decreased $0.4 million to $16.0 million as compared to the same period in 2011.  This decrease was primarily due to lower average interest rates, partially offset by higher average outstanding borrowings as a result of the issuance of the 5% Notes in March 2012 and the refinancing of the senior secured credit facility in July 2011.  As a result of the redemption of the 7¼% Notes on April 9, 2012, we recorded a pre-tax charge of $38.7 million for the loss on early extinguishment of debt in the second quarter of 2012.

Provision for Income Taxes. The effective tax rate for the second quarter of 2012 was 23.9 percent as compared to 34.4 percent in the same period of 2011.  The effective tax rate for the second quarter of 2012 was favorably impacted by the cumulative adjustment of reductions in the enacted tax rates in certain foreign countries.
 
 
- 24 -

 
 
Six Months Ended June 30, 2012 Compared with Six Months Ended June 30, 2011

Overview.  Consolidated net sales were $1.59 billion in the first six months of 2012, representing a 4.2 percent increase as compared to the first six months of 2011 primarily due to the inclusion of net sales from the Vogel & Noot and Nestlé Purina PetCare steel can operations acquisitions, higher average selling prices in the metal container and plastic container businesses due to the pass through of higher raw material costs, higher unit volumes in the U.S. single-serve beverage market and a favorable mix of products sold in the plastic container business.  These increases were partially offset by the impact of unfavorable foreign currency translation of $23.2 million, lower net sales in Europe due to weak economic conditions and a less favorable mix of products sold in the metal container business.  Income from operations for the first six months of 2012 decreased by $13.7 million, or 9.3 percent, as compared to the same period in 2011 as a result of income of $25.2 million in 2011 for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities, the impact from weak economic conditions in Europe, a less favorable mix of products sold in the metal container business and start-up costs for new metal container production facilities in eastern Europe and the Middle East.  These decreases were partially offset by the favorable comparison of the year-over-year resin cost pass through lag effect, higher unit volumes in the closures business, a favorable mix of products sold in the plastic container business, improved manufacturing efficiencies and ongoing cost controls, a $3.3 million charge in 2011 for the resolution of a past product liability dispute and a decrease in rationalization charges of $0.4 million.  Rationalization charges were $3.7 million and $4.1 million in 2012 and 2011, respectively.  Results for 2012 included a loss on early extinguishment of debt of $38.7 million.  Net income for the first six months of 2012 was $43.3 million, or $0.62 per diluted share, as compared to $77.3 million, or $1.10 per diluted share, for the same period in 2011.

Net Sales.  The $64.7 million increase in consolidated net sales in the first six months of 2012 as compared to the first six months of 2011 was due to higher net sales across all businesses.

Net sales for the metal container business increased $51.9 million, or 5.9 percent, in the first six months of 2012 as compared to the same period in 2011.  This increase was primarily attributable to the inclusion of a full six months of net sales from VN and the Nestlé Purina PetCare steel can operations acquired in 2011 and higher average selling prices as a result of the pass through of higher raw material costs, partially offset by a less favorable mix of products sold, unfavorable foreign currency translation of approximately $8.9 million and the impact from weak economic conditions in Europe.

Net sales for the closures business in the first six months of 2012 increased $1.5 million, or 0.4 percent, as compared to the same period in 2011.  This increase was primarily the result of higher unit volumes principally for the single-serve beverage market in the U.S., partially offset by the impact of unfavorable foreign currency translation of approximately $12.2 million and lower net sales in Europe due to weak economic conditions.

Net sales for the plastic container business in the first six months of 2012 increased $11.3 million, or 3.7 percent, as compared to the same period in 2011.  This increase was primarily the result of the impact of higher average selling prices as a result of the pass through of higher raw material costs and a favorable mix of products sold, partially offset by unfavorable foreign currency translation of approximately $2.1 million.

Gross Profit.  Gross Profit margin remained unchanged at 14.4 percent for the first six months of 2012 as compared to the same period in 2011 for the reasons discussed below in “Income from Operations.”
 
 
- 25 -

 
 
Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $24.5 million to $91.2 million for the six months ended June 30, 2012 as compared to $66.7 million for the same period in 2011.  Selling, general and administrative expenses as a percentage of consolidated net sales increased to 5.7 percent for the first six months of 2012 as compared to 4.4 percent for the same period in 2011.  These increases were primarily due to the inclusion in 2011 of $25.2 million of income from proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities.

Income from Operations.  Income from operations for the first six months of 2012 decreased by $13.7 million, or 9.3 percent, as compared to the first six months of 2011 and operating margin decreased to 8.4 percent from 9.7 percent over the same periods, principally due to the inclusion in 2011 of income of $25.2 million from proceeds received as a result of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities.

Income from operations of the metal container business for the first six months of 2012 increased $1.0 million, or 1.2 percent, as compared to the same period in 2011, while operating margin decreased to 8.9 percent from 9.3 percent over the same periods.  The increase in income from operations was primarily the result of a $3.3 million charge in 2011 related to the resolution of a past product liability dispute and $1.4 million of rationalization charges in 2011, mostly offset by a less favorable mix of products sold, $2.9 million of start-up costs for new production facilities in eastern Europe and the Middle East and an increase in depreciation expense.
 
Income from operations of the closures business for the first six months of 2012 increased $2.4 million, or 6.2 percent, as compared to the same period in 2011, and operating margin increased to 11.8 percent from 11.2 percent over the same periods.  The increase in income from operations was primarily attributable to higher unit volumes and the benefits of ongoing cost reduction initiatives and improved manufacturing efficiencies, partially offset by increased price pressure in the European market due to macroeconomic issues and higher rationalization charges.  Rationalization charges of $2.1 million and $1.4 million were recognized in the first six months of 2012 and 2011, respectively.

Income from operations of the plastic container business for the first six months of 2012 increased $7.2 million, or 66.7 percent, as compared to the same period in 2011, and operating margin increased to 5.6 percent from 3.5 percent over the same periods.  These increases were primarily attributable to the favorable comparison of the year-over-year resin cost pass through lag effect, a favorable mix of products sold and continued improvement in operating performance, partially offset by higher rationalization charges.  Rationalization charges of $1.6 million and $1.3 million were recognized in the first six months of 2012 and 2011, respectively.

Interest and Other Debt Expense.  Interest and other debt expense before loss on early extinguishment of debt for the first six months of 2012 increased $1.2 million to $31.6 million as compared to the same period in 2011.  This increase was primarily due to higher average outstanding borrowings largely attributable to the refinancing of our senior secured credit facility in July 2011 and the issuance in March 2012 of the 5% Notes, partially offset by lower average interest rates.  As a result of the redemption of the 7¼% Notes on April 9, 2012, we recorded a pre-tax charge of $38.7 million for the loss on early extinguishment of debt in the first six months of 2012.

Provision for Income Taxes.  The effective tax rate for the first six months of 2012 was 32.4 percent as compared to 34.3 percent in the same period of 2011.  The effective tax rate for the first six months of 2012 was favorably impacted by the cumulative adjustment of reductions in the enacted tax rates in certain foreign countries.
 
 
 
- 26 -

 
 
CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility.  Our liquidity requirements arise 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 March 23, 2012, we issued $500 million aggregate principal amount of our 5% Notes at 100 percent of their principal amount.  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.  Proceeds from the issuance of the 5% Notes were used to redeem all of the outstanding $250 million aggregate principal amount of our 7¼% Notes in April 2012, to pay the applicable premium for such redemption, to pay related fees and expenses and for general corporate purposes.  As a result of this redemption, we incurred a $38.7 million loss on early extinguishment of debt for the premium paid in connection with this redemption and the write-off of unamortized debt issuance costs and discount in the second quarter of 2012.

You should also read Note 5 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2012 included elsewhere in this Quarterly Report.

For the six months ended June 30, 2012, we used proceeds from the issuance of long-term debt of $526.6 million,  net borrowings of revolving loans of $148.7 million and cash and cash equivalents of $28.2 million to fund repayments of long-term debt of $282.6 million (including the redemption of our 7¼% Notes for $280.9 million), cash used in operations of $195.2 million (including contributions of $76.0 million to our  domestic pension benefit plans), decreases in outstanding checks of $66.6 million, net capital expenditures of $59.1 million, deferred payments of purchase price for acquisitions of $51.0 million, repurchases of our common stock of $22.1 million, dividends paid on our common stock of $16.9 million, debt issuance costs of $9.8 million related to the 5% Notes and net payments for stock-based compensation issuances of $0.2 million.

For the six months ended June 30, 2011, we used net borrowings of long-term debt and revolving loans of $468.1 million and cash and cash equivalents of $47.7 million to fund the acquisitions of VN and the twist-off metal closures operations of DGS S.A. in Poland for $264.4 million, cash used in operations of $52.5 million (which includes the benefit of $25.2 million of proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities), decreases in outstanding checks of $99.6 million, net capital expenditures of $81.0 million, dividends paid on our common stock of $15.6 million and net payments for stock-based compensation issuances of $2.7 million.

Because we sell metal containers used in fruit and vegetable pack processing, we have seasonal sales.  As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season.  Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements.  In recent years, our seasonal working capital requirements have peaked at approximately $300 million, which were funded through a combination of revolving loans under our senior secured credit facility and cash on hand.  We may use the available portion of revolving loans, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, dividends, stock repurchases and to refinance or repurchase other debt.

At June 30, 2012, we had $160.0 million of revolving loans outstanding under the Credit Agreement.  After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at June 30, 2012 was $610.4 million.
 
 
- 27 -

 
 
On August 9, 2012, our Board of Directors declared a quarterly cash dividend on our common stock of $0.12 per share, payable on September 18, 2012 to holders of record of our common stock on September 4, 2012. The cash payment related to this dividend is expected to be $8.4 million.

We believe that cash generated from operations and funds from borrowings available under the Credit Agreement will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future.  We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition.

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2012 with all of these covenants.
 
Rationalization Charges

In the first quarter of 2012, we announced a plan to exit our Breinigsville (Allentown), Pennsylvania plastic container manufacturing facility.  Our plan included the termination of approximately 32 employees and other related plant exit costs.  The total costs for the rationalization of this facility of $2.5 million consist of $0.2 million for employee severance and benefits, $1.7 million for plant exit costs and $0.6 million for the non-cash write-down in carrying value of assets.  Through June 30, 2012, we recognized a total of $1.4 million of costs, which consisted of $0.2 million of employee severance and benefits, $0.7 million for plant exit costs and $0.5 million for the non-cash write-down in carrying value of assets.  The plant has ceased operations.   Remaining expenses and cash expenditures of $1.1 million and $1.0 million, respectively, are expected primarily in 2012.

In the first quarter of 2012, we announced plans to reduce costs in the U.S. corporate office and European manufacturing facilities of our closures business through the termination of approximately 49 employees, with total estimated costs of $3.5 million for employee severance and benefits.  Through June 30, 2012, we recognized a total of $2.1 million of costs and made cash payments of $0.5 million.  Remaining expenses and cash expenditures of $1.4 million and $3.0 million, respectively, are expected primarily in 2012.

Under our rationalization plans, we made cash payments of $3.5 million and $4.7 million for the six months ended June 30, 2012 and 2011, respectively.  Total future cash spending of $12.1 million is expected for our outstanding rationalization plans in the current year and thereafter.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2012 included elsewhere in this Quarterly Report.

We continually evaluate cost reduction opportunities in our business, including rationalizations of our existing facilities through plant closings and downsizings.  We use a disciplined approach to identify opportunities that generate attractive cash returns.
 
 
- 28 -

 
 
Item 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international metal container and closures operations and our Canadian plastic container operations, from foreign currency exchange rates.  In the normal course of business, we also have risk related to commodity price changes for items such as natural gas.  We employ established policies and procedures to manage our exposure to these risks.  Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives.  We do not utilize derivative financial instruments for trading or other speculative purposes.

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.  Since such filing, other than the changes discussed in Notes 5 and 6 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2012 included elsewhere in this Quarterly Report, there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

You should also read Notes 5 and 6 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2012 included elsewhere in this Quarterly Report.
 
Item 4.      CONTROLS AND PROCEDURES
 
As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.  Based upon that evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.  We are currently in the process of integrating the internal controls and procedures of VN into our internal controls over financial reporting.  As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of VN in our annual assessment of the effectiveness of our internal control over financial reporting for our 2012 fiscal year.
 
 
 
- 29 -

 
 
Part II.  Other Information
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c) Purchases of Equity Securities By the Issuer and Affiliated Purchasers

The following table provides information about shares of our common stock that we repurchased during the second quarter of 2012 pursuant to the authorization of our Board of Directors to repurchase up to $300 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014:

ISSUER PURCHASES OF EQUITY SECURITIES (i)
                     
(d)
 
               
(c)
   
Approximate
 
   
(a)
         
Total Number of
   
Dollar Value of
 
   
Total
   
(b)
   
Shares Purchased
   
Shares that May Yet
 
   
Number of
   
Average
   
as Part of Publicly
   
Be Purchased Under
 
   
Shares
   
Price Paid
   
Announced Plans
   
the Plans or Programs
 
   
Purchased
   
per Share
   
or Programs
   
(in millions)
 
                         
April 1-30, 2012
    157,291     $43.79       157,291     $272.3  
May 1-31, 2012
    105,524     $43.12       105,524     $267.7  
June 1-30, 2012
    133,864     $42.08       133,864     $262.1  
                             
Total
    396,679     $43.03       396,679     $262.1  
 
_____________
 
(i) On August 5, 2011, our Board of Directors authorized the repurchase of up to $300 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014.
 
 
 
- 30 -

 
 
Item 6.  Exhibits

Exhibit Number
 
Description
     
12  
Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2012 and 2011.
     
31.1  
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
     
31.2  
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
     
32.1  
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
     
32.2  
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
     
101.INS
 
XBRL Instance Document.
     
101.SCH
 
XBRL Taxonomy Extension Schema Document.
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
- 31 -

 
 


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SILGAN HOLDINGS INC.
   
   
Dated: August 9, 2012  
   
 
/s/ Robert B. Lewis                                  
 
Robert B. Lewis
 
Executive Vice President and
 
Chief Financial Officer
 
 
 
- 32 -

 
 
EXHIBIT INDEX
     
     
EXHIBIT NO.
 
                               EXHIBIT
     
12  
 
Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2012 and 2011.
     
31.1
 
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
     
31.2
 
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
     
32.1
 
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
     
32.2
 
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
     
101.INS 
 
XBRL Instance Document.
     
101.SCH
 
XBRL Taxonomy Extension Schema Document.
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
- 33 -