Kimberly I. Ulmer - Vice President & Controller Anthony J. Allott - President, Chief Executive Officer & Director Robert B. Lewis - Executive Vice President & Chief Financial Officer Adam J. Greenlee - Chief Operating Officer & Executive Vice President.

Adam Jesse Josephson - KeyBanc Capital Markets, Inc. Chris D. Manuel - Wells Fargo Securities LLC George L. Staphos - Bank of America/Merrill Lynch Matthew T. Krueger - Robert W. Baird & Co., Inc. (Broker) Debbie A. Jones - Deutsche Bank Securities, Inc. Anthony Pettinari - Citigroup Global Markets, Inc. (Broker) Scott Louis Gaffner - Barclays Capital, Inc.

Chip A. Dillon - Vertical Research Partners LLC Mark Wilde - BMO Capital Markets (United States) Alex Ovshey - Goldman Sachs & Co..

Please standby. Good day, everyone, and thank you for joining the Silgan Holdings Third Quarter 2015 Earnings Results Conference Call. Today's conference is being recorded. At this time, I'd like to turn the conference to Kim Ulmer, Vice President and Controller. Please go ahead, ma'am..

Thank you. Joining me from the company today, I have Tony Allott, President and CEO; Bob Lewis, EVP and CFO; and Adam Greenlee, EVP and COO. Before we begin the call today, we would like to make it clear that certain statements made today on this conference call may be forward-looking statements.

These forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the company, and therefore, involve a number of uncertainties and risks, including, but not limited to those described in the company's Annual Report on Form 10-K for 2014 and other filings with the SEC.

Therefore, the actual results of operations or financial condition of the company could differ materially from those expressed or implied in the forward-looking statements. With that, I'll turn it over to Tony..

Thanks, Kim. Welcome, everyone, to our third quarter 2015 earnings conference call. Our agenda for this morning will focus on the financial performance for the third quarter and to review our outlook for 2015. After the prepared remarks, Bob, Adam and I will be pleased to answer any questions.

As you saw in the press release, adjusted earnings per diluted share were below our expectations at $1.26 for the third quarter versus $1.33 in the same period a year ago.

While we fully expected 2015 to be a challenging and transitional year for each of our businesses, there is no question the performance in the plastic container business has been disappointing and well below our expectations.

As with plastics business, I believe it's important to take a minute and review our longer-term situation and why we embarked on this significant rationalization effort, and elaborate on the recent challenges.

The plastic bottle business has undergone significant change in recent years, with increased customer focus on near-site production, high support requirement and continuous cost reductions.

In order to meet these needs and to capitalize on our belief that no supplier fully meets the needs, we believe it's vital to address the legacy costs and geographic proximity of our business. One of the strengths of our plastic business is its wide variety of manufacturing platforms and technologies available to meet our customers' unique needs.

Unfortunately, this strength presents a challenge during restructuring activities, as we operate a significant number of specific equipment platforms with production capacities dedicated to, and paired closely with, customer-specific volumes.

This tight production capacity model mandates that when we – when any manufacturing line is moved, sufficient inventory must be built, the line must be moved within a small window of time while training new employees in a new location to operate the equipment upon installation.

Therefore, if any issues arise, they can become large problems very quickly. Our job is to deal with these challenges as they are identified, and under any circumstances to protect our customers by maintaining service and supply throughout this transition. This plan was aggressive and problems have arisen.

Accordingly, we are incurring significantly higher incremental costs associated with mitigating the impact of these issues on our customers. During the quarter, we incurred direct incremental costs associated with the plastic footprint optimization and the efforts to minimize the impact of these activities on our customers.

These incremental costs will continue as we go forward for the next several quarters and where possible and helpful, we may elect to slow down some of these activities. In strengthening our response to these challenges, we've also made several management changes to the plastics' team, including naming Jay Martin as the President of Silgan Plastics.

Jay was previously the President of Silgan Plastic Closure Solutions and most recently led the successful Portola integration and related footprint optimization program within the closures business in the U.S.

Our metal container business delivered 8% volume growth, as a result of new volumes associated with the Van Can acquisition, continued growth in pet food in the U.S., and solid volumes in the European business. However, despite a great start, the U.S. fruit and vegetable pack was below expectations, as the pack ended abruptly in September.

As we've seen earlier in the year, our metal container team did a good job meeting this increased demand and the previously discussed shift in geographic customer requirements from our existing infrastructure. This effort continues to drive higher manufacturing costs and out-of-order freight and logistics costs.

While our footprint optimization is progressing on schedule, the new plant is scheduled to start off in the early part of 2016, and we'll then go through customer qualifications. Therefore, some of these incremental costs will persist until the second half of 2016.

Later in the year, we anticipate easing our capacity limitations and then beginning to reduce other inefficiently located capacity in the system. Our closure business continues to perform well having successfully completed its footprint optimization program in the quarter.

Based on our year-to-date performance and our outlook for remainder of the year, we are revising our full-year estimate of adjusted earnings per share in a range of $2.88 to $2.98. This estimate assumes similar fourth quarter incremental cost levels in the plastic container and metal food can business as we incurred in the third quarter.

With that, I'll now turn it over to Bob to review the financial results in more detail and provide additional explanation around our earnings estimates for 2015..

Thank you, Tony. Good morning, everyone. Tony provided an overview of the challenges we faced during the quarter, so I'll focus my comments on the financial results for the quarter, as well as our outlook for the balance of 2015.

On a consolidated basis, net sales for the third quarter of 2015 were $1.2 billion, a decrease of $24.9 million, as decreases in the plastic container and closure businesses, due partly to the impact of unfavorable foreign currency, were partially offset by increased sales in the metal container business.

The aggregate impact of foreign currency across all of our businesses unfavorably impacted revenue by $40.6 million in the quarter. Net income for the third quarter was $70.3 million or $1.16 per diluted share, compared to third quarter of 2014 net income of $83.3 million or $0.31 per share.

The results for 2015 included rationalization charges of $9.1 million for a total increase to earnings per share of $0.10, while results for 2014 included rationalization charges of $2.5 million and net income in Venezuela of $800,000 for a net increase to earnings per share of $0.02.

As a result, we delivered adjusted income per diluted share of $1.26 in 2015 versus $1.33 in 2014. Interest and other debt expense decreased $2.2 million or $17.1 million for the quarter, primarily as a result of lower weighted average borrowing rates and an unfavorable – and a favorable impact from foreign currency translation.

As we continue to make progress on the new plant startups, net capital expenditures for the third quarter of 2015 totaled $53.1 million, compared with $33.5 million in the prior-year quarter. Year-to-date net capital expenditures totaled $151.2 million versus $93.1 million in the prior year.

Additionally, we paid a quarterly dividend of $0.16 per share in September with a total cash cost of $9.8 million. Year-to-date share repurchases totaled $170.1 million. I'll now provide some specifics regarding financial performance of our three business franchises.

The metal container business recorded net sales of $845.4 million for the third quarter of 2015, an increase of $17.7 million or 2.1% versus the prior-year quarter. This increase is primarily a result of 8% higher unit volumes, partially offset by unfavorable foreign currency of $17.9 million.

Volumes were higher year-over-year as a result of incremental U.S. volumes associated with the Van Can acquisition and continued growth in pet food, and Europe was also stronger on a year-over-year basis.

Income from operations in the metal container business was $106 million for the third quarter 2015 versus $112.2 million in the same period a year ago.

The decrease in operating income was primarily due to higher manufacturing costs due largely to logistical challenges from changes in customer demand patterns, which was further exacerbated as a result of higher volumes and a less favorable mix of products sold, including volumes associated with the less efficient Van Can operations.

These were partially offset by higher volumes.

Net sales in the closure business decreased $25.3 million to $215.7 million for the quarter, primarily due to the unfavorable impact of foreign currency of $17 million, the pass-through of lower resin costs and the cessation of operations in Venezuela at the end of 2014, partially offset by a 1% improvement in unit volumes.

Income from operations in the closure business for the third quarter of 2015 was $27.1 million, down $600,000 versus the prior-year quarter.

This reduction was primarily a result of unfavorable foreign currency translation, partially offset by better operating performance as a result of the benefits of the Portola integration and plant optimization programs, the favorable impact from the lagged pass-through of decreases in resin costs in the current year quarter versus the unfavorable impact from resin in the prior-year quarter and higher unit volumes.

Net sales in the plastic container business were $142.4 million for the third quarter of 2015, down $17.3 million versus the prior-year quarter.

This decrease was largely due to the pass-through of lower raw material costs, the impact of unfavorable foreign currency translation of $5.8 million, a 1% decline in volumes and the unfavorable impact from recent longer-term customer contract renewals.

The loss from operations was $7.3 million for the third quarter of 2015 versus income from operations in the prior-year quarter of $13.1 million.

This decrease was primarily related to higher rationalization charges, significant costs and manufacturing inefficiencies associated with the footprint optimization program, the unfavorable impact from recent longer-term customer contract renewals, a customer reimbursement for historical project costs in the prior-year period, lower volumes and the impact of unfavorable foreign currency translation, partially offset by the favorable impact of the lagged pass-through of decreases in resin costs.

The rationalization charges for the shutdown of two facilities in the Midwest totaled $8.9 million for the quarter.

Turning now to our outlook for 2015, based on our year-to-date performance and the outlook for the remainder of the year, we are reducing our estimate of adjusted net income per diluted share in the range of $2.88 to $2.98, down from a range of $3.10 to $3.30 per share.

This estimate excludes the impact from certain adjustments outlined in Table B of our press release. We're also providing a fourth quarter 2015 estimate of adjusted earnings in the range of $0.38 to $0.48 per diluted share, excluding rationalization charges.

This estimate compares to adjusted net income per diluted share of $0.58 in the prior-year quarter.

The decline on a year-over-year basis is largely due to the continuation of incremental costs similar to those in the third quarter associated with our footprint optimization programs in both the plastic and metal container businesses, lower pound volumes in plastics and the impact from an abrupt end to the fruit and vegetable pack.

Despite the reduction in forecasted earnings, we continue to forecast free cash flow generation to be approximately $100 million, largely a result of the slight shift of capital spending from 2015 to 2016. That concludes our prepared comments. So, we'll turn it over for a Q&A.

And I'll turn it back to Augusta who can provide directions for the Q&A session..

Thank you, sir. We'll go first to Adam Josephson of KeyBanc..

Thanks. Good morning, everyone..

Good morning..

Tony or Bob, can you talk about exactly what happened in the plastics business in the quarter such that your cost ended up much higher than you were anticipating just to give us some idea of what transpired?.

Sure, Adam, it's Adam. And just talking about the performance of plastics versus our expectations, a couple of things. One, we're working really hard to protect our customers and maintain the service and supply albeit at a significantly higher cost. So if you talk about our previous expectations, we said Q3 was going to look a lot like Q2.

And in doing so, the difference really falls into three buckets. So we had about $4 million of incremental operating costs that hit us in the quarter, all to serve our customers.

Volume was a negative on the quarter of about $2 million as well, and then we had inventory-related activities that hit us for about $3 million, all of which were not included in our guidance when we talked last quarter..

So, what happened is, basically, you have a couple of plants that were – because of all this movement, the need to build inventory, plants just fell behind on the production side. And so the spend is basically – that creates pinch points of capacity, puts pressure on assets that you really want to move, et cetera.

So I think Adam is talking about our costs we spent, basically it was all those issues, people costs, equipment-related costs, et cetera. And so, that – I think that answers the question..

Got it. No, thanks, Tony.

And on the incremental costs that you talked about in the fourth quarter and beyond in both plastics and metal cans, can you give us some perspective as to how significant these incremental costs will be next year, and some idea of whether you expect these related costs to be higher or lower in 2016 versus 2015?.

Sure. If you – so if you talk about – we'll take the plastics side first. Kind of year-to-date, these incremental costs that we're talking about which are labor, et cetera. So, incremental spend is $10 million year-to-date. That number looks like it's going to – it will end up being kind of in the $15 million range, so another $5 million in Q4.

In containers, the metal food can side; we have been talking all along about a $10 million to $15 million. So, just to be clear, in neither case are these numbers a surprise. We knew we have these – I think in plastics, the total number is bigger than we thought.

And on the container side, that $10 million to $15 million, I think by the time we're done, that's going to look a little more like $20 million in the year. And so, you'll have another – in the current quarter, that was sort of an $8 million range, although this is our seasonally peak quarter. Both of those are going to continue into next year.

In the case of plastics, it's going to continue as we – as we continue to stabilize the business and slowly try to recover. So, that's going to be a couple of quarters that we're going to see that come into the year.

And then on the container side, as I said in the prepared remarks, until the line gets up in kind of late-ish – in the first quarter, as we begin qualification, it will kind of ease those costs off as that capacity comes available to us. But both of these spends will continue into 2016 for sure..

Thanks. And I – just two others, then I'll get back. Back to plastics, I mean, your margins have fluctuated rather dramatically in recent years in this business. And you've been asked on occasion about whether you should be in this business long term.

Why today do you think you should remain in this business long term in light of what you're experiencing?.

Well, what I would say is, what we're experiencing is, is transitional. I'm not trying to make light of it. It's a big deal. We've got a lot of effort on it. You can see just by how much we're spending. We don't take it lightly at all.

But this is – we started the year by saying, we're going to go do a major rationalization, and there's going to be risks around it. And so, while the number is a little surprising to us, the risk that sits here is not at all surprising to us. We knew what we had to do was challenging.

The reason we are doing it, as I said in prepared remarks, is we continue to believe that the plastics market, plastic bottle market is underserved by quality suppliers who do the kind of service that is needed by our customers. And so we believe an opportunity still sits there that's worth looking at.

What we said on last call, I think, is that we believe this business could get back to – I think we talked EBIT margin, then I think we talked sort of in the 10%. We really think a little bit more in EBITDA and I think we've said mid-teens, and we believe there is a very viable business in that case.

So we wouldn't take the transitional costs we're going to now and making any fundamental decisions on those. That's just the cost of what we have to do to get on to a better opportunity for the business, which we still believe sits there..

Thanks, Tony. Just last one for Bob.

Bob, on CapEx, you're assuming around $250 million previously, what is that number now and then what do you expect it to be, rough order of magnitude, next year?.

Yeah. I think as we look at the capital for this year, obviously, as we are taking a hard line at when we're making payments and how things are coming up to speed, there is probably something that looks like, call it as much as $20 million or so, maybe even $25 million, that could shift year-to-year.

So that could bring the $250 million down by that in 2015. And then in 2016, we were previously talking about kind of getting back to our $120 million to $150 million kind of range..

Right..

So at a minimum, we probably start to look at the higher end of that range and maybe even just a touch above that for next year. Again, we're in the midst of beginning and reviewing our budget process, so I don't have good visibility to that, but that's our thinking right now..

Thanks a lot, Bob. Appreciate it..

Our next question comes from Chris Manuel of Wells Fargo..

Good morning, gentlemen..

Hi, Chris..

Hey, Chris..

Okay. So, I appreciate the color thus far on the plastics and the containers business. But I kind of want to drill perhaps a little bit deeper into each. Let's start with the plastics if we can.

The restructuring and the work that was going on, I mean, when I kind of think through the business, are there – what areas is it centered around? In particular, if I kind of think of the High Barrier Food piece, so that was a plant that was kind of doing its own thing. So that's 20% of your revenue that's not impacted by this.

It's probably not happening in the two – when I kind of think through the pieces, is this primarily geared towards what you're doing in food and personal care or – can you give us some color there?.

Yeah. Chris, it's Adam. Yes, it's – that's exactly where we're focused on, it's our targeted growth markets going forward. So, food, healthcare, personal care, and really trying to get our footprint in the most optimal spot from a geographic location and ability to support our customers standpoint.

So what this entails is moving lines that we have existing in our infrastructure to a more strategically located geographic footprint..

Okay..

Hey, Chris, this is Bob. Just to be crystal clear here, this isn't impacting the High Barrier Food business. This is really, we're talking about our legacy plastic business here..

Right. Okay. That's what I thought. So, the plan was, you were going to be relocating some equipment during 3Q, 4Q.

It sounds like now that sort of – so you gave us some color early on what the costs were that maybe not as much as I was hoping for with respect to why it's taking longer and what the pressure points have been that have caused you to increase your expense stuff.

Is it that you've had difficulty getting site prep to move in? I mean the volume doesn't seem to be hurting you unlike maybe we'll talk about metal in a moment. But what are the issues here? Maybe if you give us a little more color as to help us understand what they are that helps us understand how long that could persist..

Sure. And what I would say is, number one, our new plant construction schedules are right on schedule. So this does not have to deal with the new facilities that we're building. This is really about again kind of our high volume customer-specific dedicated assets moving from one plant to another to be closer to our customers.

And as we started that process, as Tony kind of talked about earlier, there's a whole bunch of things that have to go right in order for that process to work smoothly and we definitely have hit some bumps in the road.

If you look at kind of what we've done historically in this business, we've had something like 20 activities, 25 activities around line moves and relocations over time. We had an aggressive plan for 2015, something to the tune of 80 line moves and new lines being installed. So we knew it was aggressive. We knew it was stepped up versus prior year.

As you mentioned, Chris, and as Tony did as well, we have slowed some of those activities here for the back half or the final quarter of the year and we're going to focus on continuing to service our customers. So we have slowed down to some degree. When we stabilize, we'll reinitiate and we'll continue down the path.

But one final step removed, I would say that we – this program was really a multi-year program from a footprint optimization. We had expected to complete the process in 2017. So we are in the middle of it and we do have a ways to go, but we'll get stabilize, before we really reinitiate..

Right.

Last question on this before I kind of flip to containers, are you buying from outside suppliers and vendors today to meet demand?.

Yes, we are..

Okay..

In some cases..

Okay. In the metal side, again, I'm grossly oversimplifying this, but my understanding was you were consolidating activity from handful of plants into two locations, maybe three, four, five into two, and then – that was new equipment going into the new facilities.

So I guess you had a big volume quarter here, and maybe had to draw down more inventory than what you anticipated, but, A) are the new plants kind of building online? And then, B) perhaps what were the costs from if you weren't going to take these down until the new one was ready to go.

I guess, I'm maybe a bit perplexed as to what the extra cost expense might have been?.

Great question and having read some of the write ups this morning, I think this deserves some discussion, because the majority of the cost we're talking about in container side, we knew about, we talked about and we had in our forecast.

So the costs are basically all of the inefficiency, recall that two things, we had two customers, sizable customers, that move their field to the Midwest, which tightened up our Midwest systems..

Yeah..

We also added the Van Can business and so that all tightened up our system. And so, as you mentioned that we have a plan to deal with that by building a new plant. But we knew, no matter what, the plant wasn't going to be here to help us this year.

We were absolutely going to have higher cost to move products around to where it had to be for our customers. And to tighten – basically run less sufficiently in the Midwest region where we needed to have the cans. And so that was all known, we talked about $10 million to $15 million items.

The quarter had a couple of million of higher costs in it and that's just mix related. It's not anything out of control, you just – it depends what customers have pulled in what product. And so, little bit higher costs in the quarter.

But the bigger point on the container side for the quarter was that we were having a boomer path, and we are feeling very good. In fact, we really – there was a point in the mid-quarter where we thought the metal food can business was going to help sustain some of the issues we're using in plastics.

Unfortunately, our packs kind of across the board stopped early. You had a cold in the Midwest that stopped corn particularly in the upper Midwest and then you have water and moisture in California that stopped the tomato pack. So while you have great growing conditions all the way up, everything looked record – it all kind of stopped.

Now, that doesn't mean it was a bad pack. We view it more of the normal kind of pack in terms of total volume, but it wasn't normal in terms of when it came in, came in sooner and ended. So that had more to do with the metal food cans third quarter than did – anything to do with costs inefficiencies..

Okay. That's helpful.

So then perhaps as we think about 2016, again just a follow-up in the container space, you seem to indicate that some of these issues or problems would continue to linger through the year, but if the equipments are running again in the first quarter as you kind of had suggested, I think you had suggested, why would those continue to persist so long? Or is there anything perhaps it's delayed or that we're not appreciating or realizing there?.

No, the new plan is basically on schedule. We're expecting kind of first cans off of it in half of the lines in the first quarter. I will say that we did have a very wet beginning season for building the buildings. So that schedule hasn't moved, has definitely compressed in terms of the finishing of the building and equipment delivery.

So I would say that risk on that has gone up a little bit. But in any case, sort of a Q1 we'd be getting first cans off, but because these are food cans, you got to go through individual customer qualifications. None of this is news to us by the way, maybe we didn't talk a lot about 2016, when we first talked about that.

But – so we're going to be going through qualification in kind of Q2 and Q3 of next year. Now, some customers will get qualified and we'll start producing cans for them. So, it will begin to give us some relief, but it's going to be kind of incremental through Q2 and Q3.

We should end the year with full capacity released from the new lines on and the ability to get out some of the other capacity in the system that we said we're going to be taking out. And that's all on plan..

That's next year Q2, Q3 you said?.

Q2, Q3 would be the transitional time when we're getting qualified and beginning to lead the pressure. And then by the end of the year, we would expect to be getting – shutting down capacity..

Okay. That's helpful. Thank you..

We'll go next to George Staphos of Bank of America..

Hi, guys. Good morning. I'll ask a few questions and turn it over, so that everyone can get in. I would say, first question I had, maybe piggybacking on Chris' question. How much incremental cost are we looking at in plastics and in containers – metal containers for 2016 versus 2015? And I know you're not in a position to guide now.

I respect that, but is there a chance assuming normal volumes, normal pack, normal economy relative plastics that 2016 earnings could be relatively flat because of these incremental costs or how would you have us think about that?.

Yeah. Good questions, George. This is my normal time where, I do say, we have not done our budgets yet. And as you can tell, there are a lot of moving parts as there are every year. So, I think, we'll be getting a little ahead of ourselves to answer the question.

I think it's a legitimate question because what we are saying is we're coming in with the cost load. So I think there are going to be parts of 2016, that are going to look a little like 2015 in reverse, coming in a little bit, heavy loaded on the cost side and then getting some of the benefits on the back end.

Where exactly that gets unfortunately is – guidance we can't really give you yet with any kind of certainty around it. As per the cost, as I said, we're going to be somewhere in the $15 million to $20 million of the sort of incremental costs in that the food can business..

This year?.

This year in 2015. That's right..

Correct..

And then, I don't have exact number on that yet, but we're going to certainly carry that for the first half of 2016. So I believe that number should be less next year, but I don't think it should go to zero. Certainly, it won't go to zero. So, I think, right now, I get a cap of it as an assumption, but just recommend that's pretty rough assumption..

Understood..

On the plastic side, I think it could be more comparable in number, because I think there is a possibility. These costs really ramped up in Q3 and Q4, worse than – or at least our belief of Q4, we're saying that continued Q1 and into Q2.

My own view is that I'm a little hopeful, by Q2, we'll be getting to ease those off and we'll be getting to get some benefits, but I think that's putting the cart a little ahead of the horse right now. So, I think it'll more comparable year-on-year on plastic..

And, Tony, can you remind me, what did you say the total costs for this year just so I don't have to scroll back through my notes here for plastics?.

$15 million..

Okay. Fair enough. I appreciate the comments there. Now I remember from last quarter, maybe incorrectly so and remind me if that's the case. But I thought that you were not – you had said that there was really not a heck of a lot of upward surprise potential from the pack this year in the first place because of all the realignment.

And so explain why now the fact that the pack came in below expectations you had, it sounds like a hard freeze, you had wet issues, weather issues, moisture in the West Coast that it wound up being a negative factor.

In other words, because you lost the incremental you thought could offset plastics?.

Yeah. Your memory is correct, what I said is that even if we have a boomer that it's going – the conversion of that is going to be less than you'd expect. I don't think I said there'll be no conversion from that..

Okay..

So by getting less of it is, it certainly has an impact. I think add to that that there is a mix component here that what we really seem to drop is large cans, which on a per unit basis is very significant. And so a little bit of mix component of that too.

But, nonetheless, we're only talking in a pretty big quarter, some $3 million or $4 million of impact from it. So I would still say that it was – it could have been a lot worse, if we didn't already have some of these costs that were embedded into the system at that time..

Okay. I guess my last question, I'll turn it over. We understand ultimately as you've presented it, why you want to move to the tight production capacity model.

Does it nonetheless add risk to the system now that you're going to have operations that are so linked to the customer that perhaps there is a leverage risk down the road to your – you've hitched wagons to a larger degree with certain specific customers in the end markets and that could wind up being a problem just as the integration factors are behind you.

And I guess a related point, Tony, and I mean this with all due respect, obviously you've looked at lots of plastic acquisitions over the years and you've made the number.

If you are looking at your existing plastic packaging business, clean slate of paper, would you actually find it an attractive business to acquire from a Silgan standpoint and why? Thanks, guys. I'll turn it over..

Good question. So the first one is that as to the question getting closer to the customer and risk of that, but first of all I do want to overstate the point. We are not going through an all onsite model. What we're doing is getting a little more near site and onsite, so it's not binary in that regards.

Secondly I would say that, this is what Silgan has done from its beginning. You look most of our businesses and where we have great success, we're very near to customers and we serviced the hell out of. And that's what we're going to do in plastic business is we're going to enhance the service aspect of what we do.

We're going to get close to the right customers, admittedly we've just stubbed our toe here on that and that's why we're making the – taking care of customer at this moment, so important and focus on it.

But long-term that's – we believe there is a great opportunity there and we can grow by doing that but, again, the idea is not all onsite, near site, it's only that we're open to that where it works with a certain select customer. The second one is how would I view our business from the outside, I think it's – I would view it as unproven thus far.

I think – I can look around at where we do a good job on service. Again, we're talking about a couple of plants throwing us off – there are a lot of plants that are doing a great job right now and customers are being well serviced through that.

And I look at the team we have in place including the changes we've just made and I really do believe that we have the opportunity to be in much higher service model and customer support than others in the market. So, the answer to the question is, I had looked, but I would definitely – I'd be waiting to see the proof, which I know we all are..

Thanks, Tony..

Our next question comes from Ghansham Panjabi with Robert W. Baird..

Hi. This is actually Matt Krueger sitting in for Ghansham.

How are you guys doing?.

Hi, Matt..

Hi, Matt..

Right. So my first question kind of revolves around some of the capital spending and free cash flow.

So how much total capital has been spent on the optimization efforts across the businesses? And then do you have any update on free cash flow for 2015 given all the moving pieces?.

Yeah. So the update on free cash flow, maybe I'll take them in reverse is that we reiterated approximately $100 million free cash flow, so what you've got there is a little bit of a reduction in the profitability being offset by the timing of which capital gets spend.

So kind of moving from 2015 into 2016 aggregate total still kind of being pretty similar, but moving some, call it, $20 million or so between the years – really between Q4 and Q1.

In terms of the capital dollar spent on the programs, the bulk of it is associated with the $100 million spend or so relative to the can plant, and then you've got another $25 million in the plastics plant, and then you've got some equipment rebuild that pales in comparison related to those other two pieces of costs..

Okay. That's helpful.

And then can you guys provide a brief update on the current European market dynamics and kind of the pricing environment over in that region, and then what are your European capacity utilization rates and do you foresee any need to add new capacity moving forward?.

Sure. As you know, we're primarily focused on kind of Central Europe to the Eastern markets. So I would say pricing has been a bit more stable over the last year or so. Although, I would say relative to the broader market, we probably haven't seen anything outside of what the broader market is seeing.

Some of that is nuanced by particular markets that we're in, so some better than others. I think our capacity utilization is not constrained necessarily right now. So that near-term, we don't necessarily see any broad need to build the incremental capacity in that marketplace.

So by all accounts from where we were a few years ago, I think we're feeling better about that business, still think it's got room to improve but certainly on the improvement side of the ledger..

Okay. Great. Then one more question and I'll turn it over.

Given the BPA non-intent seems to be gaining some momentum both in Europe and in North America, where are you in terms of the adoption of the technology across your product portfolio? And then what commentary or feedback are you getting from customers regarding the BPA non-intent product?.

Well, we've been working on BPA non-intent coating for like eight-plus years now. We have done test packs over and over again of almost every package that we hold, product that we hold, so we've spent a lot of time on this.

Mostly, because we were concerned about kind of the consumer advocacy side, I will spare you all that nothing has changed on the science here, so you've got kind of a relatively small group of scientists who are pushing an agenda here and a lot of regulators who are saying there's – at the current levels that if there's a exposure, there's not a lot to worry about.

Nonetheless, I think that consumer continues to hear more and more about it. Our view is that at some point in time the change is going to happen.

And so the answer is that we have solutions exist for most of our product lines, there are definitely some vegetable soups that are – they're more aggressive on the coatings, that we still have a ways to go there. I'm sure in time that will get resolved.

But that maybe shelf life is jeopardized, I think it certainly will mean the robustness of the package is somewhat less than it was. But the opportunity exists there. Today, we've got, if you look at our portfolio, some 30% of it is pet cans, so that's kind of not an issue at the BPA.

We're probably another 15% of what's already converted and our view is probably next year another 15% of what's left there would get converted, so probably by next year we'll be 50-50 in terms of what's BPA non-intent versus not.

And customers are all over the board on their view with this, many are just waiting to see it play out because they see science arguments in the same way I just portrayed it. Some see it as we got to react to the consumers view on this, and make changes. And so it's still over the board.

I would agree with you that the activity seems to be building a little bit, certainly the French law has some impact on that, Prop 65 in California has some impact on that. So we're hearing more about it, we'll do some conversions next year, and it looks kind of like 50-50 by the end of the year including the pet food side..

Our next question comes from Debbie Jones of Deutsche bank..

Hi, good morning..

Good morning, Debbie..

I was wondering, industry data this quarter, there is a big shift from three-piece to two-piece, and I think a lot of that is the new capacity that's come on. But can you just talk about the trends that you're seeing in your business? And you said there is kind of a bifurcation in how your customers feel about BPA.

But just maybe talk about how they feel about those two different can sizes or cans..

Sure. What we have said before into the case is that, with majority of what we make are some form of a two-piece can. Almost three-quarters of what we make is a two-piece can. So there is very little change in our system, because whatever could be a two-piece can is a two-piece can.

There are some areas where it's going to be three-piece because of the size requirements or other reasons for that. So more or less, what is in three-piece today is there for a reason. And so, there is not a real shift on that. Customers are not looking for a shift.

The reason it converted over time is it is a lower cost solution on two-piece, but it does have some trade-offs for certain applications. So I don't see any big shift on that. I think you're right, the big – the main change is that you had a new two-piece line built in the U.S.

to service a particular customer who had been primarily serviced on three-piece. That was a can that could make a change, but there is not – in our system, there is not a lot of cans that meet that description..

Okay.

And then my second question, not to beat up on plastics, but just $2 million you called out in volume, is that something that was specifically related to the moves you were making or is that something that we should expect is lost and will not come back?.

It's actually a couple of things. One, we see some continued weakness in certain markets that we serve and that's continued for the most part throughout the year and will continue in our expectation in Q4. We also have gone out and secured volume for our customers. In some cases, we've also turned some business back to customers.

So, a little bit of it is self-inflicted with our footprint rationalization as well, but it's a combination of both..

Okay. Thanks. I'll turn it over..

Okay. Thanks.

Our next question comes from Anthony Pettinari of Citi..

Good morning. Just following up on plastic containers.

Outside of the footprint optimization efforts which are internal, are you seeing external pressures in any plastic container categories, healthcare, consumer, et cetera, or changes in competitive behavior that are impacting the business outside of some of the internal headwinds?.

No, Anthony, not at all. I think what we see is again the target markets that we're intending to grow in are actually doing quite well.

There is some softness in other markets, some of our household and ag chem businesses is a little bit softer, but for the most part, the target markets that we're focused on are doing fine, food, healthcare, personal care, et cetera..

Okay. That's helpful. And then just following up on Debbie's question. The $2 million in volumes in the segment, is that business that was just where you saw volume decline or did you walk away from business because it became less attractive from a margin standpoint? Are you shedding volumes? Or if you can give any color there..

That's a good question. It's a combination of things because the answer for Debbie was really versus our expectation. So, if you go back a step and talk about our portfolio rebalancing efforts that we've been doing in the last couple of years, I think that's a – maybe a better answer for your question.

So we have left certain pieces of business back to the market, because of the profitability of that business. So part of our year-to-year comparison is that we've rebalanced our portfolio. Another part is market softness in certain markets, and then, obviously by giving circulars back to customers, they've got out and secured that business elsewhere.

So it is a combination of kind of those three attributes..

Okay. That's helpful. I'll turn it over..

Our next question comes from Scott Gaffner of Barclays..

Thanks. Good morning..

Good morning, Scott..

Good morning, Scott..

Just following up couple of questions on the plastic container business. Can you talk a little bit about your competitive advantage within the segment? I think you mentioned, there was no other large high quality competitor.

But what is it that really makes you stand out there?.

I don't know that I said – I think what I said is that, we don't think anybody has really nailed the service models that this market needs. And I intentionally said – I didn't say other than us. I believe it's still open for many to grab. We'll see who gets it.

So I think what we have said all along, what we are very good at it is new product launch for almost any kind of package that you need in plastic bottle market. We've got diverse technology types, decorating capabilities, et cetera.

So when you're trying to get a new product out, launched, et cetera, we've got the right capabilities to get that done and that's been a really good opportunity for us, but that becomes more and more of a service model. The customers need it quicker, they need it better, they need certainty.

They need you to help them more because they got a lot on their agenda. And so they need you to be bulletproof in providing that capacity and doing it in a very timely manner. And we have to enhance ourselves there as well. And so, I was not trying to imply at all that we necessarily have that solved.

What I said is that I think we've got the right people in place and once we're done here, we've got the right assets in place that I believe we can do it..

Okay. And if I go back a few years, well, just now on this call, you said you made some management changes within the plastics business. Did you make management changes a few years back? I remember this business was having some margin difficulties then as well..

Yes. We did..

Okay. So I guess that – my question is more around than organizational support for this segment, obviously, metal food containers is a much larger piece of the total company and you're making optimization changes there as well.

How much of this do you think is current management change that you had to make within the segment versus maybe lack of support from the broader organization for the changes?.

Yeah. I would not – I don't – my view is that it's not the latter. It's not immediately clear. I think what the broad organization could have done is insisted on a slower path here, but that had its own trade-offs. So even on that, it's not clear to me that that would have been the right answer, but that's probably the only thing.

In terms of support – let's remember, this is a $600 million business. It's got full capability. We have 2,300 people who have been in this business most of their careers. So it's not – even though it is not our largest business, it's not a fly-by-night operation. They know what they're trying to do.

And again, I got to repeat, we knew problems were going to come up. We don't really know how to forecast them and budget them, but we knew problems were going to come up. These are worst than we thought. It hit us a little quicker than we thought, but this was – some level of this was inevitable in what we're trying to accomplish.

And then finally, management change. I think really the key there is our view is that the changes we made will just make us that much stronger for the kind of customer service model that we want to get to..

Okay. Fair enough. Last question.

A couple of people asked about the working – I'm sorry, the CapEx shift in the 2016, but when you think about the businesses there, any significant changes to working capital maybe in the first half of 2016 because of these slower shift to the new capacity or maybe even it's lower because you're buying more in the outside market?.

Yeah. I think we kind of came into the year thinking that working capital was probably a little bit of a use of cash for the reasons that you just suggested, kind of around managing the conversion here. If anything, that probably shifts a little bit to the first quarter. But I don't see that as really being a meaningful change, one way or the other..

Okay. Thanks, Bob..

You bet..

We'll go next to Chip Dillon with Vertical Research Partners..

Hi. Yes, good morning..

Hi, Chip..

The first question is, obviously from what you're saying, you're going to be quite busy from pretty much the next year. I think by this time next year, a lot of this will have sorted itself out in both the plastics and container division.

But as you think about the next six months or so, does the challenges of just making sure that a lot of these operations do get back to their correct footing where they need to be with all the changes, does that make any difference in terms of your view toward M&A at this point, in terms of perhaps entering a different type of rigid business?.

No, again, we knew we were in that. But, I mean again, the amount of work involved here is not a surprise to us. So there is no news there. I mean, and again, I don't want to make light of it we got. We're very focused on it. But we're in the business of focusing on a lot different things and different businesses who are always active in doing something.

So it does not change our view in that either way..

Okay.

So you still feel you have the same capacity as you always did to look at what's out there?.

Yes, we do. Yeah, and further, we're quite optimistic on the long-term for our businesses, that's why we're making these investments.

And I want to go further even in and say, we feel, while there may be bumps along the road that we are feeling, what we're doing, we believe in, and we believe that it's a stronger business on the back end and that business will always have the opportunity to improve through the right M&A, which is how we've grown all along..

Got you. I got you. And maybe I'm simplifying this too much, but it looks like both the third and the fourth quarters are about $0.15 less than maybe what we would have thought back in July. And I guess you would verify that and then clarify that.

And then as we look at next year, would you expect that rate of impact start to be reduced in the first quarter and then maybe down by more than half by the third quarter and pretty much go away by the fourth quarter next year? I'm not trying to hold you that, but I'm just saying, is that roughly the pattern you would expect to see?.

First of all, you're correct in your analysis, so kind of $0.14 in the third quarter, and $0.14 or $0.15 in the fourth quarter. So that part is right. And I would say one thing, there is a little about the pack season in the food can business that affect that Q4, so I mean that's not all incremental spend, but the majority of it certainly is.

And I think the answer to that is that we are expecting a reasonable amount of continuation into Q1 and Q2. The only other point there is we have a little bit of cost around it in Q1 in the food can business already in 2015. So now you're going to cycle against a couple of million of those costs that were already in the comparative period..

Okay.

So maybe $0.10 to $0.15 in each of the first two quarters of next year roughly, and then it starts to drop back?.

That's correct. Yeah..

Well actually in the third quarter, it might even go the other way, right? Because you had that sort of full $0.14 impact this year's third quarter, and by next year the impact should be less, so it actually might be a tailwind for you?.

That's correct. That's correct..

Okay. I see, all right. That's very helpful. Thanks, guys..

Thank you..

Our next question comes from Mark Wilde of Bank of Montreal..

Tony, I hate to beat plastics to death, but I just, I got one more question here..

Fair enough..

I think I heard you guys say earlier in the call, that you'd actually expected this sort of plastics restructuring to actually carry into 2017, and now you're also talking about delaying kind of the near-term moves a bit.

So what kind of headwind can we expect to be there yet in 2017 for plastics?.

Yeah, I wouldn't view it that way. It is true that this program is going to take us into 2017 for sure. I mean, again this is a pretty major footprint we're working on. That's not a surprise either, we knew that, that to finish this, we have more still to do.

But I think what you're – right now you're going through a lot of excess costs, more than we thought, to deal with customer issues. At some point we believe that it's going to fade away as we get lines moved and stable again.

And so I think through 2016, as Adam said, we expect that we'll see that fade away, and yes, it's true that the comparison in the back half if that is what happens is helpful, plus you start to get some savings. And so I think as you get out into 2017, you're going to get some of the savings what you've already done.

You're going to be sharing the incremental costs that you've been incurring, and then you'll be doing some other stuff that will create some of its own cost. But the net of that ought to be helpful to us in 2017..

Okay. All right. I got it.

And then just in both plastics and metal, by the time we get into 2017, would you want to quantify about how much actual benefit we're getting?.

Well, that we did when we started all this, what we said is that, we're going to be getting kind of our 15% to 20% type returns on the capital that is being spent, and that capital was some $25 million on plastic side and $100 million-ish on the can side. So that's kind of the magnitude of improvement we were out working on.

But I think, again I want to – on the plastic side, there is a lot more to it than that. It's the savings, but it's also kind of getting ourselves positioned for the future. It was going to be a hard long-term answer for us, for some of these plants, given where they were or where the customers were..

Okay. All right, that's fair. And just one last one if I could. I think it's been about four years or five years since you did Vogel & Noot. And that's we haven't a heard a lot about that, it seems like it's generated less leverage than you would have expected.

Any lessons you take away from that one?.

When you say less leverage, maybe I'll come back to you, but first of all, I would say that that business was certainly, it did very well at first, then Europe went through, whatever Europe has been going through. And then we had a very rough patch. So it was definitely disappointing to us, let's say, two years ago.

Last year, it actually came back quite a bit, had a really good pack. And in fact what we said is, we didn't think we were going to be able to compete against that pack, and in fact that's not true and the business is going to actually should improve itself just a bit this year. FX is going to mitigate a lot of that.

But I would say that the big storyline of that business is, it's been pretty good for us. We think it's good for us to have exposure in those markets. It think the big storyline there was growing into developing markets where we really believe that Russia for example had a very sizeable markets that they were going to be and consumers et cetera.

Clearly, we're much more cautious about that right now. That doesn't mean we're not watching it, looking and then we've got two plants there. But it's pretty hard to say we've got this strategy now where we're going to become the dominant player of Russia and invest in five new plants. That does mean as obvious.

So the strategic element of it is a little bit different. But we got a really good team, they're very entrepreneurial, they find ways to get it done. And so we see it as a plus to the overall portfolio..

Okay. That's really helpful, Tony. Good luck in the fourth quarter and good luck going into next year..

Thanks.

You sure you don't want to talk about plastics anymore?.

It's good..

Our next question comes from Alex Ovshey of Goldman Sachs..

Good morning, guys. Actually, I have a few plastics one's for you..

I'm happy with it..

Late in the call. The two plant closures, I may have missed that, but I think those are – that's a new data point.

Was that always in the cards or did something change in the quarter that precipitated the decision to close the two plants?.

Yeah. Those two plants have always been part of our overall program. Again, it was a much broader multi-year program, but the rationalization that we talked about in the press release, those have been planned and implemented..

Got it, Adam. And then just thinking about the end market exposure in the plastics business.

So the targeted markets, personal care, healthcare, food, can you say what the growth rates has been for you there, and ultimately what percentage of the business that currently represents, and over time where you see that number going to as you execute on this restructuring program?.

Sure. We've talked about – one of the two new plants is, a new piece of business was a new food customer. So there has been growth in there. If you talk about the relative market, these are low growth markets. The foods market is pretty well grown and personal care is pretty well grown.

It's more about position in that market and because Silgan is such a sizeable food and packaging supplier across our portfolio of products. We view that as a really good area where we can help the customer, we can work closely with customers to forge longer-term solutions.

And so that's an area where we see growth opportunity on our own side, but the market will be a couple of percent growth. Personal care is kind of at same level growth. But again, we were seeing very solid sales growth.

We're slowing that a little bit while we go through the optimization program right now, but we do see the opportunity, a good sales force in place. And if we're successful in having service model that I'm describing to you, we'll have a really good solution to sell..

Got it, Tony. Thank you. I'll turn it over..

We'll go next to George Staphos of Bank of America..

Hi, guys. A couple of – last question was on plastics. Just can you remind me, the reimbursement impact in the third quarter, what drove that? And was that something you called out in the second quarter, I don't recall. That's question number one. And then a question on level of competitive activity there, but I'll come back in a minute..

On the customer reimbursement we called that out last year, in Q3 of 2014..

Oh, that's right..

So what that was, it was a contractual obligation of payments for the reimbursement of kind of historical costs and the development of a new product that the customer ultimately decided not to take to market..

That's right. I do recall that. Sorry about that. Now, I want to come back. I think you were answering Debbie's question or maybe Anthony's in terms of the volume factor. So you said there were three components. You said you rebalanced the portfolio, and then you reintroduced some volume back to the market, that was number two.

And then customers, then found alternative supply.

Did I get that all correctly?.

Yeah..

Okay.

So, what's the difference between the second and the third? Is it that because you reintroduced some volume back into your market, the customers were affected, chose to then find alternative supply for business that you already had and wanted to keep, but they wound up moving elsewhere?.

That is correct, yes..

Okay.

So, I mean, again, not to be pedantic, but isn't that a sign of maybe competitive activity being more intense? And if not, why not?.

No, I don't think so. I think this is us identifying the challenges that we were facing and going proactively to our customers saying, this is going to be a problem for you and in order for us to again help protect our customers from the challenges that we're facing, we've asked them to go out and secure the other business.

So I don't view it as a competitive activity at all. This is just us doing our best to protect our customers..

Okay.

Even though it was some piece of business, you would have wanted to keep if you could have?.

That's what, I'm sure..

Okay. All right..

It's just us knowing that we're going to hurt the customer, if we don't give them room to go solve the problem..

Okay. Fair enough. Thanks for the clarification there.

Then last thing, can you update us on what you think the cash impact of all the rationalization and realignment is going to be this year? And what you think the cash, I'm not talking about capital expense now, I'm talking more about people cost and the like, what it will be in 2016? Thank you, guys, and good luck in the quarter..

Yeah. So, George, there is roughly $9 million of rationalization charges that we've recorded. The majority of that in both plants and plastics are equipment write-downs, so non-cash. There is about – so leaving about $2 million of cash charges for that. That kind of comes in two big slugs.

There is a lease that will be ongoing over a period of time that will capture some of that, and then there is the severance payments that will be paid out to the folks that are let go..

Okay..

And then I think we've said when we – in the metal food can side, we said when we announce the new line that there could be another – we estimated $10 million of spend as we get to shutting down some capacity..

Okay. Thank you very much..

Sure..

Thanks, George..

We'll go next to Adam Josephson of KeyBanc..

Thanks for taking my follow-ups, I appreciate it. Just one more on next year just to make sure I'm just correct on these incremental costs. You talked about plastics cost being flattish next year compared to this year. I think metal can you said might be $10 million lower or so.

Is that correct roughly?.

Yeah, that's what I've said but don't forget what I said on the metal food can side that I don't have that exact number. We haven't really done that....

Sure..

...but yes, that is the guess that we made, yes..

And just aside from that, Tony and Rob, anything aside from uses of cash, any notable items next year that might move the needle, tax rate, interest anything else?.

Pension maybe is the only one that I would point out as being probably still unknown at this point, right. Because we got to wait till the end of the year to see what the discount rate is, and I think it's anybody's guess as to what direction that's going right now.

I think the underlying feeling right now is that, pension expense is probably a bit of a headwind for us next year, largely because asset performance this year hasn't been what we would have expected and that's been true across the markets. I don't think we're unique in that case.

Order of magnitude could be call it $3 million to $5 million, so still income, but less income..

Got it. Thanks Bob. And just Tony, one last one, just in terms of managing the business. You're obviously in the three business lines, in numerous geographies.

Has the business gotten any more difficult to manage than it was say five years to 10 years ago?.

Well, it's a good question. Certainly, as we went international, that added a scope to it. Beyond that, I don't really think so. I think it is good to remember kind of how Silgan manages, right. We run a holding company. We've got very complete management teams in each of our businesses.

So we have the luxury here where we don't have to sweat the day-to-day details. We can think more strategic. We can certainly stay involved with the important points that are happening. So, I think our structure is perfectly suited for increased complexity as we go forward.

So yeah, to the extent it has, I think we're very well structured to deal with that. I don't think there is anything about that and what's going on right now. The plastic issue that we're facing, as we said, was going to come up in some form in any case.

It's a little more expensive than we thought, but I don't attribute that to the fact that we've got more complexity and more issues to deal with..

Thanks a lot, Tony. Best of luck..

You bet..

We have no other questions at this time. I'd like to turn it back to our presenters for any additional or closing remarks..

Great. Well, thank everyone for your time. We appreciate it. We look forward to talking about Q4 and 2016 in more detail early February. Thank you..

That does conclude today's conference. Thank you all for your participation..