SILGAN HOLDINGS INC - Quarter Report: 2015 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2015



[ ]	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, 2015, the number of shares outstanding of the Registrant’s common stock, $0.01 par value, was 60,379,310.

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SILGAN HOLDINGS INC.

TABLE OF CONTENTS

	Page No.


Part I. Financial Information	3

Item 1. Financial Statements	3

Condensed Consolidated Balance Sheets at June 30, 2015 and 2014 and December 31, 2014	3

Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014	4

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014	5

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	6

Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2015 and 2014	7

Notes to Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	24

Part II. Other Information	25

Item 1. Legal Proceedings	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 6. Exhibits	26

Signatures	27

Exhibit Index	28

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Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)



	June 30, 2015			June 30, 2014			Dec. 31, 2014
	(unaudited)			(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	126,676		$	133,928		$	222,591
Trade accounts receivable, net	443,943			447,685			310,732
Inventories	753,335			748,227			548,765
Prepaid expenses and other current assets	58,285			61,374			75,744
Total current assets	1,382,239			1,391,214			1,157,832

Property, plant and equipment, net	1,082,712			1,103,030			1,063,631
Goodwill	620,481			649,479			630,262
Other intangible assets, net	203,863			222,328			211,770
Other assets, net	237,657			274,847			240,429
	$	3,526,952		$	3,640,898		$	3,303,924

Liabilities and Stockholders’ Equity

Current liabilities:
Revolving loans and current portion of long-term debt	$	532,639		$	463,112		$	125,130
Trade accounts payable	375,037			307,113			423,905
Accrued payroll and related costs	55,086			60,407			46,242
Accrued liabilities	75,606			71,960			69,285
Total current liabilities	1,038,368			902,592			664,562

Long-term debt	1,451,450			1,554,360			1,473,833
Other liabilities	454,108			426,288			455,573

Stockholders’ equity:
Common stock	876			876			876
Paid-in capital	232,117			218,145			225,449
Retained earnings	1,368,956			1,225,877			1,313,521
Accumulated other comprehensive loss	(182,779		)	(44,413		)	(165,624		)
Treasury stock	(836,144		)	(642,827		)	(664,266		)
Total stockholders’ equity	583,026			757,658			709,956
	$	3,526,952		$	3,640,898		$	3,303,924

See accompanying notes.

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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, 2015		June 30, 2014		June 30, 2015		June 30, 2014

Net sales	$	914,229	$	917,336	$	1,730,829	$	1,773,182
Cost of goods sold	780,572		773,629		1,474,935		1,501,468
Gross profit	133,657		143,707		255,894		271,714
Selling, general and administrative expenses	54,407		56,765		108,858		115,175
Rationalization charges	959		862		1,684		2,449
Income from operations	78,291		86,080		145,352		154,090
Interest and other debt expense before loss on early extinguishment of debt	16,762		18,958		33,205		37,644
Loss on early extinguishment of debt	—		—		—		1,474
Interest and other debt expense	16,762		18,958		33,205		39,118
Income before income taxes	61,529		67,122		112,147		114,972
Provision for income taxes	19,285		23,119		36,599		39,493
Net income	$	42,244	$	44,003	$	75,548	$	75,479


Earnings per share:
Basic net income per share	$	0.70	$	0.69	$	1.23	$	1.19
Diluted net income per share	$	0.70	$	0.69	$	1.22	$	1.18

Dividends per share	$	0.16	$	0.15	$	0.32	$	0.30

Weighted average number of shares:
Basic	60,473		63,525		61,631		63,511
Effect of dilutive securities	255		349		268		388
Diluted	60,728		63,874		61,899		63,899

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)



	Three Months Ended					Six Months Ended
	June 30, 2015		June 30, 2014			June 30, 2015			June 30, 2014

Net income	$	42,244	$	44,003		$	75,548		$	75,479
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	846		(133		)	1,620			(544		)
Change in fair value of derivatives	352		523			170			1,338
Foreign currency translation	11,324		3,160			(18,945		)	(7,088		)
Other comprehensive income (loss)	12,522		3,550			(17,155		)	(6,294		)
Comprehensive income	$	54,766	$	47,553		$	58,393		$	69,185

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2015 and 2014

(Dollars in thousands)

(Unaudited)



	2015			2014
Cash flows provided by (used in) operating activities:
Net income	$	75,548		$	75,479
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	73,042			76,511
Rationalization charges	1,684			2,449
Loss on early extinguishment of debt	—			1,474
Excess tax benefit from stock-based compensation	(771		)	(1,037		)
Other changes that provided (used) cash:
Trade accounts receivable, net	(140,426		)	(116,359		)
Inventories	(212,806		)	(234,603		)
Trade accounts payable	38,630			42,724
Accrued liabilities	11,577			12,966
Other, net	16,764			(22,428		)
Net cash used in operating activities	(136,758		)	(162,824		)

Cash flows provided by (used in) investing activities:
Purchase of business, net of cash acquired	(690		)	—
Capital expenditures	(98,183		)	(60,004		)
Proceeds from asset sales	128			372
Net cash used in investing activities	(98,745		)	(59,632		)

Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	585,364			678,872
Repayments under revolving loans	(169,284		)	(340,779		)
Proceeds from issuance of long-term debt	3,970			732,215
Repayments of long-term debt	(5,649		)	(751,509		)
Debt issuance costs	—			(5,019		)
Changes in outstanding checks - principally vendors	(82,801		)	(86,538		)
Dividends paid on common stock	(20,113		)	(19,356		)
Excess tax benefit from stock-based compensation	771			1,037
Repurchase of common stock under stock plan	(2,538		)	(5,267		)
Repurchase of common stock under share repurchase authorization	(170,132		)	(7,735		)
Net cash provided by financing activities	139,588			195,921

Cash and cash equivalents:
Net decrease	(95,915		)	(26,535		)
Balance at beginning of year	222,591			160,463
Balance at end of period	$	126,676		$	133,928

Interest paid, net	$	31,560		$	33,762
Income taxes paid, net	18,306			25,056

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS' EQUITY

For the six months ended June 30, 2015 and 2014

(Dollars and shares in thousands)

(Unaudited)



											Accumulated Other Comprehensive Loss
	Common Stock																Total Stockholders’ Equity
	Shares Outstanding		Par Value		Paid-in Capital			Retained Earnings						Treasury Stock			Total Stockholders’ Equity
Balance at December 31, 2013	63,415		$	876	$	212,822		$	1,169,754		$	(38,119	)	$	(631,490	)	$	713,843
Net income	—		—		—			75,479			—			—			75,479
Other comprehensive loss	—		—		—			—			(6,294		)	—			(6,294		)
Dividends declared on common stock	—		—		—			(19,356		)	—			—			(19,356		)
Stock compensation expense	—		—		5,951			—			—			—			5,951
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $1,037	153		—		(628		)	—			—			(3,602		)	(4,230		)
Repurchases of common stock	(158	)	—		—			—			—			(7,735		)	(7,735		)
Balance at June 30, 2014	63,410		$	876	$	218,145		$	1,225,877		$	(44,413	)	$	(642,827	)	$	757,658

Balance at December 31, 2014	63,203		$	876	$	225,449		$	1,313,521		$	(165,624	)	$	(664,266	)	$	709,956
Net income	—		—		—			75,548			—			—			75,548
Other comprehensive loss	—		—		—			—			(17,155		)	—			(17,155		)
Dividends declared on common stock	—		—		—			(20,113		)	—			—			(20,113		)
Stock compensation expense	—		—		6,689			—			—			—			6,689
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $771	82		—		(21		)	—			—			(1,746		)	(1,767		)
Repurchases of common stock	(2,906	)	—		—			—			—			(170,132		)	(170,132		)
Balance at June 30, 2015	60,379		$	876	$	232,117		$	1,368,956		$	(182,779	)	$	(836,144	)	$	583,026

See accompanying notes.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 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, 2014 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, 2014.

Recently Issued Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance for revenue recognition. This amendment contains principles that 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. This amendment permits the use of one of two retrospective transition methods. In July 2015, the FASB deferred the effective date of this amendment. As a result, this amendment will be effective for us on January 1, 2018, with early adoption permitted up to one year prior to the effective date. We have not yet selected a transition method and are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

In April 2015, the FASB issued an ASU which amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This amendment will be effective for us on January 1, 2016. Early adoption is permitted. Adoption of this amendment will not have a material effect on our financial position, results of operations or cash flows.

In July 2015, the FASB issued an ASU which amends existing guidance for measuring inventories. This amendment will require us to measure inventories recorded using the first-in, first-out method and the average cost method at the lower of cost and net realizable value. This amendment does not change the methodology for measuring inventories recorded using the last-in, first-out method. This amendment will be effective for us on January 1, 2017. Early adoption is permitted. We are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

Note 2. Rationalization Charges



	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
	(Dollars in thousands)
Closures	$	810	$	862	$	1,146	$	1,487
Plastic containers	149		—		538		962
	$	959	$	862	$	1,684	$	2,449

Activity in reserves for our rationalization plans for the six months ended June 30 was as follows:



	Employee Severance and Benefits			Plant Exit Costs			Non-Cash Asset Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2014	$	6,052		$	316		$	—		$	6,368
Charged to expense	1,178			231			275			1,684
Utilized and currency translation	(3,923		)	(368		)	(275		)	(4,566		)
Balance at June 30, 2015	$	3,307		$	179		$	—		$	3,486

Rationalization reserves were included in the Condensed Consolidated Balance Sheets as accrued liabilities.

Remaining expenses and cash expenditures for our rationalization plans of $2.5 million and $6.5 million, respectively, are expected within the next twelve months.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

Note 3. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows:



	Unrecognized Net Defined Benefit Plan Costs			Change in Fair Value of Derivatives			Foreign Currency Translation			Total
	(Dollars in thousands)

Balance at December 31, 2014	$	(89,252	)	$	(1,198	)	$	(75,174	)	$	(165,624	)
Other comprehensive loss before reclassifications	—			(701		)	(18,945		)	(19,646		)
Amounts reclassified from accumulated other comprehensive loss	1,620			871			—			2,491
Other comprehensive loss	1,620			170			(18,945		)	(17,155		)
Balance at June 30, 2015	$	(87,632	)	$	(1,028	)	$	(94,119	)	$	(182,779	)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2015 were net losses of $1.3 million and $2.6 million, respectively, excluding an income tax benefit of $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2015, these net losses consisted of $1.8 million and $3.5 million of amortization of net actuarial losses and $0.5 million and $0.9 million of amortization of net prior service credit, respectively. Amortization of net actuarial losses and net prior service credit is a component of net periodic benefit cost. See Note 8 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2015 were net losses of $0.7 million and $1.4 million, respectively, excluding an income tax benefit of $0.3 million and $0.5 million, respectively. For the three and six months ended June 30, 2015, these net losses included $0.4 million and $0.8 million, respectively, related to our interest rate swap agreements which were recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and $0.3 million and $0.6 million, respectively, related to our natural gas swap agreements which were recorded in cost of goods sold in our Condensed Consolidated Statements of Income. See Note 6 for further information.

Foreign currency (losses) gains related to our net investment hedges included in the foreign currency translation component of accumulated other comprehensive loss for the three and six months ended June 30, 2015 were $(10.8) million and $19.1 million, respectively, excluding an income tax (benefit) provision of $(4.0) million and $7.1 million, respectively. See Note 6 which includes a discussion of derivative instruments and hedging activities.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

Note 4. Inventories

Inventories consisted of the following:



	June 30, 2015			June 30, 2014			Dec. 31, 2014
	(Dollars in thousands)

Raw materials	$	204,195		$	190,546		$	184,714
Work-in-process	121,144			123,557			115,308
Finished goods	516,931			517,897			338,562
Other	14,086			12,807			13,541
	856,356			844,807			652,125
Adjustment to value inventory at cost on the LIFO method	(103,021		)	(96,580		)	(103,360		)
	$	753,335		$	748,227		$	548,765

Note 5. Long-Term Debt

Long-term debt consisted of the following:



	June 30, 2015		June 30, 2014		Dec. 31, 2014
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	407,000	$	350,924	$	—
U.S. term loans	365,000		365,000		365,000
Canadian term loans	53,493		65,506		60,235
Euro term loans	246,994		300,410		266,156
Other foreign bank revolving and term loans	111,602		135,632		107,572
Total bank debt	1,184,089		1,217,472		798,963
5½% Senior Notes	300,000		300,000		300,000
5% Senior Notes	500,000		500,000		500,000
Total debt	1,984,089		2,017,472		1,598,963
Less current portion	532,639		463,112		125,130
	$	1,451,450	$	1,554,360	$	1,473,833

At June 30, 2015, amounts expected to be repaid within one year consisted of $437.6 million of bank revolving and term loans under our senior secured credit facility, or the Credit Agreement, and $95.0 million of foreign bank revolving and term loans.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 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, 2015:



	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	126,676	$	126,676

Liabilities:
Bank debt	$	1,184,089	$	1,184,089
5½% Senior Notes	300,000		311,436
5% Senior Notes	500,000		511,250
Interest rate swap agreements	1,280		1,280
Natural gas swap agreements	367		367

Fair Value Measurements

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

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at June 30, 2015 consisted 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 the swap agreements reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt, 5½% Senior Notes due 2022, or the 5½% Notes, and 5% Senior Notes due 2020, or the 5% Notes, were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 5½% Notes and the 5% Notes were estimated based on quoted market prices, a Level 1 input.

Derivative Instruments and Hedging Activities

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

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. 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 2015, our hedges were fully effective. The fair value of our outstanding swap agreements in effect at June 30, 2015 was recorded in our Condensed Consolidated Balance Sheet as a net liability of $1.7 million, of which $1.4 million was included in accrued liabilities and $0.3 million was included in other liabilities.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and six months ended June 30, 2015 were losses, net of income taxes, of $0.4 million and $0.9 million, respectively. We estimate that we will reclassify losses of $0.9 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.

Interest Rate Swap Agreements

We have entered into U.S. dollar interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations. At June 30, 2015, the aggregate notional principal amount of our outstanding interest rate swap agreements was $100.0 million. 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, 2015, net payments under our interest rate swap agreements were $0.4 million and $0.8 million, respectively. These agreements are with financial institutions which are expected to fully perform under the terms thereof.

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, 2015, the aggregate notional principal amount of our natural gas swap agreements was 896,000 MMBtu of natural gas with fixed prices ranging from $2.77 to $3.24 per MMBtu, which hedged approximately 21 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, 2015, net payments under our natural gas swap agreements were $0.3 million and $0.6 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 financed acquisitions of foreign operations primarily with loans borrowed under our senior secured credit facilities 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 the Credit Agreement as net investment hedges. Foreign currency (losses) gains related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2015 were $(10.8) million and $19.1 million, respectively.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

Note 7. Commitments and Contingencies

A competition authority in Germany commenced an antitrust investigation involving the industry association for metal packaging in Germany and its members, including our metal container and closures subsidiaries in Germany. Given the early stage of the investigation, we cannot reasonably assess what actions may result from the investigation or estimate what costs we may incur as a result of the investigation.

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business, none of which is expected to have a material adverse effect on our business or financial condition.

Note 8. Retirement Benefits

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



	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
	(Dollars in thousands)
Service cost	$	3,951		$	3,316		$	8,001		$	6,771
Interest cost	7,142			7,419			14,291			14,849
Expected return on plan assets	(15,698		)	(14,333		)	(31,353		)	(28,688		)
Amortization of prior service cost	268			334			514			619
Amortization of actuarial losses	1,833			217			3,666			434
Net periodic benefit credit	$	(2,504	)	$	(3,047	)	$	(4,881	)	$	(6,015	)

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



	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
	(Dollars in thousands)
Service cost	$	136		$	126		$	279		$	264
Interest cost	349			417			709			825
Amortization of prior service credit	(736		)	(714		)	(1,472		)	(1,428		)
Amortization of actuarial gains	(63		)	(86		)	(127		)	(171		)
Net periodic benefit credit	$	(314	)	$	(257	)	$	(611	)	$	(510	)

Note 9. 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 its review of the tax years 2012 through 2014, and we have been accepted into the Compliance Assurance Program for the 2014 and 2015 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing. We do not expect a material change to our unrecognized tax benefits within the next twelve months.

-14-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

Note 10. Treasury Stock

On February 9, 2015, we commenced a “modified Dutch auction” tender offer to purchase up to $200.0 million of our common stock. Pursuant to the tender offer, which expired on March 10, 2015, we purchased 2,766,354 shares of our common stock from our stockholders on March 17, 2015 at a price of $58.50 per share, for a total purchase price of $161.8 million, exclusive of $0.7 million of fees and expenses. During the three months ended June 30, 2015, we repurchased an additional 139,421 shares of our common stock at an average price per share of $54.71, for a total purchase price of $7.6 million. As a result, at June 30, 2015, we had $106.0 million remaining under an authorization from our Board of Directors for the repurchase of our common stock from time to time through and including December 31, 2019.

During the first six months of 2015, we issued 125,846 treasury shares which had an average cost of $6.30 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. 2004 Stock Incentive Plan, we repurchased 44,122 shares of our common stock at an average cost of $57.53 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of June 30, 2015, 27,176,938 shares of our common stock 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 2015, 158,946 restricted stock units were granted to certain of our officers, other key employees and outside directors. The fair value of these restricted stock units at the grant date was $9.1 million, which is being amortized ratably over the respective vesting period from the grant date.

At our annual meeting of stockholders held on May 26, 2015, our stockholders approved the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan, which, among other things, increased the number of shares of our common stock available for awards under the 2004 Stock Incentive Plan by an additional 3,000,000 shares. The total number of shares of our common stock available for issuance under the 2004 Stock Incentive Plan as of June 30, 2015 was 3,620,968.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 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 was as follows:



	Metal Containers		Closures		Plastic Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended June 30, 2015
Net sales	$	553,698	$	207,156	$	153,375	$	—		$	914,229
Depreciation and amortization⁽¹⁾	17,464		9,175		8,659		31			35,329
Rationalization charges	—		810		149		—			959
Segment income from operations	48,300		24,584		9,414		(4,007		)	78,291

Three Months Ended June 30, 2014
Net sales	$	518,684	$	232,232	$	166,420	$	—		$	917,336
Depreciation and amortization⁽¹⁾	17,192		10,748		9,073		32			37,045
Rationalization charges	—		862		—		—			862
Segment income from operations⁽²⁾	50,900		25,228		12,974		(3,022		)	86,080

Six Months Ended June 30, 2015
Net sales	$	1,012,596	$	405,235	$	312,998	$	—		$	1,730,829
Depreciation and amortization⁽¹⁾	34,655		18,902		17,350		63			70,970
Rationalization charges	—		1,146		538		—			1,684
Segment income from operations	88,967		46,159		18,625		(8,399		)	145,352

Six Months Ended June 30, 2014
Net sales	$	987,089	$	446,029	$	340,064	$	—		$	1,773,182
Depreciation and amortization⁽¹⁾	34,571		21,552		18,208		63			74,394
Rationalization charges	—		1,487		962		—			2,449
Segment income from operations⁽²⁾	91,353		42,993		25,818		(6,074		)	154,090

_____________


⁽¹⁾	Depreciation and amortization excludes amortization of debt issuance costs of $1.0 million and $1.1 million for the three months ended June 30, 2015 and 2014, respectively, and $2.1 million in each of the six months ended June 30, 2015 and 2014.


⁽²⁾	Income from operations of the closures segment includes losses from operations in Venezuela of $2.9 million and $3.4 million for the three and six months ended June 30, 2014, respectively. The manufacturing facility in Venezuela ceased operations at the end of 2014.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2015 and 2014 and for the

three and six months then ended is unaudited)

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



	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
	(Dollars in thousands)
Total segment income from operations	$	78,291	$	86,080	$	145,352	$	154,090
Interest and other debt expense	16,762		18,958		33,205		39,118
Income before income taxes	$	61,529	$	67,122	$	112,147	$	114,972

Sales and income from operations of our metal container business and part of our closures business are dependent, in part, upon fruit and vegetable harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter.

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended. Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 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 shelf-stable food and other consumer goods products. We currently produce steel and aluminum containers for human and pet food and general line products; metal, composite and plastic closures for food and beverage products; and custom designed plastic containers, tubes and closures for personal care, food, health care, pharmaceutical, household and industrial chemical, pet care, agricultural, automotive and marine chemical products. We are a leading manufacturer of metal containers in North America and Europe, a leading worldwide manufacturer of metal, composite and plastic 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, food, health care, household and industrial chemical markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations 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.

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RESULTS OF OPERATIONS

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



	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Net sales
Metal containers	60.6	%	56.6	%	58.5	%	55.7	%
Closures	22.6		25.3		23.4		25.1
Plastic containers	16.8		18.1		18.1		19.2
Consolidated	100.0		100.0		100.0		100.0
Cost of goods sold	85.4		84.3		85.2		84.7
Gross profit	14.6		15.7		14.8		15.3
Selling, general and administrative expenses	5.9		6.2		6.3		6.5
Rationalization charges	0.1		0.1		0.1		0.1
Income from operations	8.6		9.4		8.4		8.7
Interest and other debt expense	1.9		2.1		1.9		2.2
Income before income taxes	6.7		7.3		6.5		6.5
Provision for income taxes	2.1		2.5		2.1		2.2
Net income	4.6	%	4.8	%	4.4	%	4.3	%

Summary unaudited results of operations are provided below.



	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Net sales
Metal containers	$	553.7		$	518.7		$	1,012.6		$	987.1
Closures	207.1			232.2			405.2			446.0
Plastic containers	153.4			166.4			313.0			340.1
Consolidated	$	914.2		$	917.3		$	1,730.8		$	1,773.2

Income from operations
Metal containers	$	48.3		$	50.9		$	89.0		$	91.4
Closures ⁽¹⁾	24.6			25.2			46.2			43.0
Plastic containers ⁽²⁾	9.4			13.0			18.6			25.8
Corporate	(4.0		)	(3.0		)	(8.4		)	(6.1		)
Consolidated	$	78.3		$	86.1		$	145.4		$	154.1

⁽¹⁾Includes rationalization charges of $0.8 million and $0.9 million for the three months ended June 30, 2015 and 2014, respectively, and $1.1 million and $1.5 million for the six months ended June 30, 2015 and 2014, respectively. Includes losses from operations in Venezuela of $2.9 million and $3.4 million for the three and six months ended June 30, 2014, respectively.

⁽²⁾Includes rationalization charges of $0.2 million for the three months ended June 30, 2015 and $0.5 million and $1.0 million for the six months ended June 30, 2015 and 2014, respectively.

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Three Months Ended June 30, 2015 Compared with Three Months Ended June 30, 2014

Overview. Consolidated net sales were $914.2 million in the second quarter of 2015, representing a 0.3 percent decrease as compared to the second quarter of 2014 primarily as a result of the impact of unfavorable foreign currency translation of $40.7 million, the pass through of lower resin costs in the closures and plastic container businesses, the unfavorable financial impact from recent longer-term customer contract renewals and lower volumes in the plastic container business, partially offset by unit volume increases in the metal container and closures businesses. Income from operations for the second quarter of 2015 of $78.3 million decreased by $7.8 million, or 9.1 percent, as compared to the same period in 2014 primarily due to higher manufacturing costs and the inclusion of the less efficient recently acquired operations of Van Can Company, or Van Can, in the metal container business, the unfavorable financial impact from recent longer-term customer contract renewals and manufacturing inefficiencies in the plastic container business, a less favorable mix of products sold in the metal container business, the impact of unfavorable foreign currency translation, a reduction in inventory as compared to an inventory build in the prior year period in the closures business and lower volumes in the plastic container business. These decreases were partially offset by higher unit volumes in the metal container and closures businesses and an operational loss in Venezuela in the second quarter of 2014. Rationalization charges were $1.0 million for the second quarter of 2015 as compared to $0.9 million for the same period in 2014. Net income for the second quarter of 2015 was $42.2 million as compared to $44.0 million for the same period in 2014. Net income per diluted share for the second quarter of 2015 was $0.70 as compared to $0.69 for the same period in 2014.

Net Sales. The $3.1 million decrease in consolidated net sales in the second quarter of 2015 as compared to the second quarter of 2014 was the result of lower net sales in the closures and plastic container businesses, mostly offset by higher net sales in the metal container business.

Net sales for the metal container business increased $35.0 million, or 6.7 percent, in the second quarter of 2015 as compared to the same period in 2014. This increase was primarily the result of higher unit volumes of approximately 11 percent due principally to volumes associated with the recent acquisition of the Van Can operations, an earlier start to the midwest vegetable pack in the U.S. and stronger volume levels in Europe, partially offset by the impact of unfavorable foreign currency translation of approximately $17.5 million.

Net sales for the closures business decreased $25.1 million, or 10.8 percent, in the second quarter of 2015 as compared to the same period in 2014. This decrease was primarily the result of the impact of unfavorable foreign currency translation of approximately $18.8 million and the pass through of lower resin costs, partially offset by an increase in unit volumes of approximately 1 percent.

Net sales for the plastic container business decreased $13.0 million, or 7.8 percent, in the second quarter of 2015 as compared to the same period in 2014. This decrease was principally due to the pass through of lower raw material costs, the impact of unfavorable foreign currency translation of approximately $4.4 million, the unfavorable financial impact from recent longer-term customer contract renewals and lower volume of approximately 2 percent primarily due to weaker demand in certain markets.

Gross Profit. Gross profit margin decreased 1.1 percentage points to 14.6 percent in the second quarter of 2015 as compared to the same period in 2014 for the reasons discussed below in "Income from Operations."

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales decreased 0.3 percentage points to 5.9 percent for the second quarter of 2015 as compared to 6.2 percent for the same period in 2014. Selling, general and administrative expenses decreased $2.4 million to $54.4 million for the second quarter of 2015 as compared to $56.8 million for the same period in 2014 primarily due to the impact from changes in foreign currency rates.

Income from Operations. Income from operations for the second quarter of 2015 decreased by $7.8 million, or 9.1 percent, as compared to the second quarter of 2014, and operating margin decreased to 8.6 percent from 9.4 percent over the same periods.

Income from operations of the metal container business for the second quarter of 2015 decreased $2.6 million, or 5.1 percent, as compared to the same period in 2014, and operating margin decreased to 8.7 percent from 9.8 percent over the same periods. The decrease in income from operations was primarily due to higher manufacturing costs due largely to logistical challenges from changes in customer demand patterns, the inclusion of the less efficient Van Can operations, a less favorable mix of products sold and the impact of unfavorable foreign currency translation, partially offset by higher unit volumes.

Income from operations of the closures business for the second quarter of 2015 decreased $0.6 million, or 2.4 percent, as compared to the same period in 2014, while operating margin increased to 11.9 percent from 10.9 percent over the same periods. The decrease in income from operations was primarily due to the impact of unfavorable foreign currency translation and a reduction in inventory in the current year quarter as compared to an inventory build in the prior year period, partially offset by operational losses of $2.9 million in the second quarter of 2014 in Venezuela and higher unit volumes.

-20-

Income from operations of the plastic container business for the second quarter of 2015 decreased $3.6 million, or 27.7 percent, as compared to the same period in 2014, and operating margin decreased to 6.1 percent from 7.8 percent over the same periods. The decrease in income from operations was primarily attributable to the unfavorable financial impact from recent longer-term customer contract renewals as well as the delayed implementation of certain footprint optimization and cost reduction programs, manufacturing inefficiencies associated with equipment moves and new business awards, lower volumes and the impact of unfavorable foreign currency translation.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the second quarter of 2015 decreased $2.2 million to $16.8 million as compared to the same period in 2014 due to lower weighted average interest rates, lower average outstanding borrowings and the impact from favorable foreign currency translation.

Provision for Income Taxes. The effective tax rate for the second quarter of 2015 was 31.3 percent as compared to 34.4 percent in the same period in 2014. The effective tax rate in the second quarter of 2015 benefitted from higher income in lower tax jurisdictions.

Six Months Ended June 30, 2015 Compared with Six Months Ended June 30, 2014

Overview. Consolidated net sales were $1.73 billion in the first six months of 2015, representing a 2.4 percent decrease as compared to the first six months of 2014 primarily as a result of the impact of unfavorable foreign currency translation of $74.5 million, the pass through of lower resin costs in the closures and plastic container businesses, the unfavorable financial impact from recent longer-term customer contract renewals and lower volumes in the plastic container business and the cessation of the Venezuela operations in the closures business at the end of 2014. These decreases were partially offset by the impact of higher unit volumes in the metal container and closures businesses and the pass through of higher raw material and other manufacturing costs in the metal container business. Income from operations for the first six months of 2015 of $145.4 million decreased by $8.7 million, or 5.6 percent, as compared to the same period in 2014 primarily as a result of higher manufacturing costs and the inclusion of the less efficient Van Can operations in the metal container business, the unfavorable financial impact from recent longer-term customer contract renewals and manufacturing inefficiencies in the plastic container business, the impact of unfavorable foreign currency translation, lower volumes in the plastic container business, a less favorable mix of products sold in the metal container business and the impact from a reduction in inventory as compared to an inventory build in the prior year period in the closures business. These decreases were partially offset by higher unit volumes in the metal container and closures businesses, operational losses in the first half of 2014 in Venezuela, the favorable impact from the lagged pass through of lower resin costs in the closures and plastic container businesses and foreign currency transactional losses in the prior year period. Rationalization charges were $1.7 million for the first six months of 2015 as compared to $2.5 million for the same period in 2014. Results for the first six months of 2014 also included a loss on early extinguishment of debt of $1.5 million. Net income was $75.5 million in each of the first six months of 2015 and 2014. Net income per diluted share for the first six months of 2015 was $1.22 as compared to $1.18 for the same period in 2014.

Net Sales. The $42.4 million decrease in consolidated net sales in the first six months of 2015 as compared to the first six months of 2014 was the result of lower net sales in the closures and plastic container businesses, partially offset by higher net sales in the metal container business.

Net sales for the metal container business increased $25.5 million, or 2.6 percent, in the first six months of 2015 as compared to the same period in 2014. This increase was primarily the result of higher unit volumes of approximately 7 percent and the pass through of higher raw material and other manufacturing costs, partially offset by the impact of unfavorable foreign currency translation of approximately $30.1 million.

Net sales for the closures business decreased $40.8 million, or 9.1 percent, in the first six months of 2015 as compared to the same period in 2014. This decrease was primarily the result of the impact of unfavorable foreign currency translation of approximately $36.0 million, the pass through of lower resin costs and the cessation of operations in Venezuela at the end of 2014, partially offset by an increase in unit volumes of approximately 1 percent.

Net sales for the plastic container business decreased $27.1 million, or 8.0 percent, in the first six months of 2015 as compared to the same period in 2014. This decrease was principally due to lower volumes of approximately 3 percent, the impact of unfavorable foreign currency translation of approximately $8.4 million, the unfavorable financial impact from recent longer-term customer contract renewals and the pass through of lower raw material costs.

Gross Profit. Gross profit margin decreased 0.5 percentage points to 14.8 percent in the first six months of 2015 as compared to the same period in 2014 for the reasons discussed below in "Income from Operations."

-21-

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales decreased 0.2 percentage points to 6.3 percent for the first six months of 2015 as compared to 6.5 percent for the same period in 2014. Selling, general and administrative expenses decreased $6.3 million to $108.9 million for the first six months of 2015 as compared to $115.2 million for the same period in 2014 primarily due to the impact from changes in foreign currency rates.

Income from Operations. Income from operations for the first six months of 2015 decreased by $8.7 million, or 5.6 percent, as compared to the first six months of 2014, and operating margin decreased to 8.4 percent from 8.7 percent over the same periods.

Income from operations of the metal container business for the first six months of 2015 decreased $2.4 million, or 2.6 percent, as compared to the same period in 2014, and operating margin decreased to 8.8 percent from 9.3 percent over the same periods. The decrease in income from operations was primarily due to higher manufacturing costs due largely to logistical challenges from changes in customer demand patterns and the inclusion of the less efficient Van Can operations, a less favorable mix of products sold and the impact of unfavorable foreign currency translation. These decreases were partially offset by an increase in unit volumes and foreign currency transactional losses in the prior year period.

Income from operations of the closures business for the first six months of 2015 increased $3.2 million, or 7.4 percent, as compared to the same period in 2014, and operating margin increased to 11.4 percent from 9.6 percent over the same periods. The increase in income from operations was primarily due to operational losses in Venezuela of $3.4 million in the prior year period, higher unit volumes and the favorable impact from the lagged pass through of lower resin costs, partially offset by the impact of unfavorable foreign currency translation and a reduction in inventory in the first half of 2015 as compared to an inventory build in the prior year period.

Income from operations of the plastic container business for the first six months of 2015 decreased $7.2 million, or 27.9 percent, as compared to the same period in 2014, and operating margin decreased to 5.9 percent from 7.6 percent over the same periods. The decrease in income from operations was primarily attributable to the unfavorable financial impact from recent longer-term customer contract renewals as well as the delayed implementation of certain footprint optimization and cost reduction programs, lower volumes, manufacturing inefficiencies associated with equipment moves and new business awards and the impact of unfavorable foreign currency translation, partially offset by the favorable impact from the lagged pass through of lower resin costs.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the first six months of 2015 decreased $4.4 million to $33.2 million as compared to the same period in 2014 due to lower weighted average interest rates, lower average outstanding borrowings and the impact from favorable foreign currency translation. Loss on early extinguishment of debt of $1.5 million in the first six months of 2014 was a result of the refinancing of our previous senior secured credit facility in January 2014.

Provision for Income Taxes. The effective tax rate for the first six months of 2015 was 32.6 percent as compared to 34.4 percent in the same period in 2014. The effective tax rate in 2015 benefitted from the impact of higher income in lower tax jurisdictions.

CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses.

For the six months ended June 30, 2015, we used net borrowings of revolving loans of $416.1 million, cash and cash equivalents of $95.9 million and proceeds from the issuance of long-term debt of $4.0 million to fund repurchases of our common stock of $170.1 million, cash used in operations of $136.8 million, decreases in outstanding checks of $82.8 million, net capital expenditures of $98.1 million, dividends paid on our common stock of $20.1 million, the repayment of $5.6 million of long-term debt, net payments for stock-based compensation issuances of $1.8 million and the purchase of a business for $0.7 million.

For the six months ended June 30, 2014, we used proceeds from the issuance of long-term debt of $732.2 million, net borrowings of revolving loans of $338.1 million and cash and cash equivalents of $26.5 million to fund the repayment of $751.5 million of long-term debt, cash used in operations of $162.8 million, decreases in outstanding checks of $86.5 million, net capital expenditures of $59.6 million, dividends paid on our common stock of $19.4 million, debt issuance costs of $5.0 million related to the Credit Agreement, net payments for stock-based compensation issuances of $4.3 million and repurchases of our common stock of $7.7 million.

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At June 30, 2015, we had $407.0 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, 2015 was $555.9 million and Cdn $15.0 million.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $350 million. We fund seasonal working capital requirements through revolving loans under the Credit Agreement, other foreign bank loans and cash on hand. We may use the available portion of revolving loans under the Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, dividends, stock repurchases and to refinance or repurchase other debt.

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

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2015 with all of these covenants.

Rationalization Charges

We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $4.3 million and $5.7 million for the six months ended June 30, 2015 and 2014, respectively. Additional cash spending under our rationalization plans of approximately $6.5 million is expected within the next twelve months.

You should also read Note 2 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2015 included elsewhere in this Quarterly Report.

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. This amendment permits the use of one of two retrospective transition methods. In July 2015, the FASB deferred the effective date of this amendment. As a result, this amendment will be effective for us on January 1, 2018, with early adoption permitted up to one year prior to the effective date. We have not yet selected a transition method and are currently evaluating the impact of this amendment on our financial position, results of operations and cash flows.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Since such filing, 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, 2015 included elsewhere in this Quarterly Report.

Item 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

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Part II. Other Information

Item 1. Legal Proceedings

See Note 7 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2015 included elsewhere in this Quarterly Report and incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about shares of our common stock that we repurchased during the second quarter of 2015:



ISSUER PURCHASES OF EQUITY SECURITIES


			(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) ⁽¹⁾
	(a) Total Number of Shares Purchased
		(b) Average Price Paid per Share


April 1-30, 2015	—	—	—	$113.6
May 1-31, 2015	114,889	$54.78	114,889	$107.3
June 1-30, 2015	24,532	$54.37	24,532	$106.0

Total	139,421	$54.71	139,421	$106.0

(1) On February 28, 2014, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock from time to time through and including December 31, 2019. Prior to the second quarter of 2015, we had repurchased approximately $186.4 million of our common stock pursuant to such authorization, which includes shares purchased on March 17, 2015 pursuant to our "modified Dutch auction" tender offer.

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Item 6. Exhibits



Exhibit Number		Description

12		Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2015 and 2014.

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.

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SIGNATURES

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



	SILGAN HOLDINGS INC.



Dated: August 7, 2015	/s/ Robert B. Lewis
	Robert B. Lewis
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

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EXHIBIT INDEX

EXHIBIT NO.	EXHIBIT

12	Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2015 and 2014.

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.

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