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

Chris D. Manuel - Wells Fargo Securities LLC Scott L. Gaffner - Barclays Capital, Inc. Matthew T. Krueger - Robert W. Baird & Co., Inc. (Broker) Brian Maguire - Goldman Sachs & Co. Debbie A. Jones - Deutsche Bank Securities, Inc. Anthony Pettinari - Citigroup Global Markets, Inc.

(Broker) George Leon Staphos - Bank of America Merrill Lynch Adam Jesse Josephson - KeyBanc Capital Markets, Inc. Mark William Wilde - BMO Capital Markets (United States) Chip Dillon - Vertical Research Partners.

Good day, everyone. Thank you for joining the Silgan Holdings, Second Quarter Earnings Results Conference Call. Today's call is being recorded. At this time, I'd like to turn the call over to Kim Ulmer. 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 2015 and other filings with the SEC.

Therefore, the exact – 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..

Thank you, Kim. Welcome everyone to our second quarter 2016 earnings conference call. Our agenda for this morning, we'll focus on the financial performance for the second quarter, and a review of our outlook for 2016. After prepared remarks, Bob, Adam and I will be pleased to take any questions.

As you saw in the press release, our second quarter results are at the upper end of our expectations, as we delivered adjusted earnings per share of $0.60 with each business exceeding expectations.

Also as expected, these results are down compared to the $0.71 reported in the second quarter of 2015 as we incurred start-up costs and incremental costs related to our footprint optimization programs. In the metal container business, the new plant qualification and IO is progressing as expected.

The equipment is installed and running and we're in the early stages of customer qualifications. Our metal container business benefited from an earlier than expected midwest vegetable pack exceeding our expectations, but not as early and as strong as in the prior year.

Our closure business continued to see strong demand for single-serve beverages in the U.S., combined with strong operational performance globally. Volumes in the European geographies were a bit more muted due to the cold wet weather in Europe.

Our plastics business continues to make progress in their stabilization efforts and in their footprint optimization programs. Plant performance is improving, inventories have been building and customers are gaining confidence in our commitment to meet their demands.

While we're advancing the footprint optimization program at a measured pace, results in the quarter were slightly better than are expected, as we benefited from building a bit more inventory during the quarter.

As we look to the rest of the year, our metal container and closure businesses are performing very well operationally, but the unfavorable weather conditions in Europe and current demand indications from certain U.S. pet customers are pointing to lower than expected back half volumes.

In addition, the slower pace of equipment relocations associated with the plastic footprint optimization program will result in inventory reductions and continued cost further into the year. As a consequence, we've lowered our earnings guidance by $0.10 to a range of $2.70 to $2.90 per share.

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

Thank you, Tony. Good morning, everyone. As Tony highlighted, each of our businesses performed better than expected. Both our metal and plastic container businesses continued to make progress with their respective footprint optimization plans and new plant start-ups.

Volumes were better than anticipated in both the metal container and the closures business and both performed very well operationally. As a result, our adjusted earnings per share were at the high end of our range for the quarter.

On a consolidated basis, net sales for the second quarter of 2016 were $874.6 million, a decrease of $39.6 million or 4.3% as revenue declined in each business largely as a result of the pass through of lower raw material costs.

Net income for the second quarter of 2016 was $33.3 million or $0.55 per diluted share compared to prior year's second quarter net income of $42.2 million or $0.70 per diluted share.

Results for the second quarter 2016 included rationalization charges with an aggregate impact of $0.05 per diluted share, while the prior year quarter included rationalization charges with an impact of $0.01 per diluted share. Therefore, we delivered adjusted income per diluted share of $0.60 in 2016 versus $0.71 in the prior year quarter.

Foreign currency had very little impact on our earnings for the quarter and interest and other debt expense was virtually unchanged period-over-period.

The tax rate for the second quarter 2016 was 34.4%, roughly in line with expectations but higher than the prior year's second quarter rate of 31.3%, which did benefit from higher income and lower tax jurisdictions during the year.

Capital expenditures for the second quarter of 2016 totaled $49.7 million compared with $49.4 million in the prior year quarter. Year-to-date capital spending totaled $111.7 million this year compared to $98.2 million in 2015.

As we continue to advance our footprint optimization programs and complete the new plant start-ups, we anticipate capital spending for the full year to be approximately $170 million. Additionally, we paid a quarterly dividend of $0.17 per share in June with a total cash cost of $10.5 million.

I'll now review the financial performance of each of our three business franchises. The metal container business recorded net sales of $529.6 million for the second quarter of 2016, a decrease of $24.1 million versus the prior-year quarter.

This decrease was primarily a result of the pass-through of lower raw material costs and the decrease in unit volumes of approximately 2%, partially offset by a favorable mix of products sold and the impact of favorable foreign currency translation of about $1.2 million.

Income from operations in the metal container business decreased $45.9 million for the quarter 2016 versus $48.3 million in the same period a year ago.

The decrease in operating income was primarily attributable to rationalization charges related to the announced shutdown of the LaPorte, Indiana, facility, start-up costs associated with the Burlington, Iowa, facility and lower volumes, partially offset by a favorable mix of products sold and better operating performance.

Net sales in the closures business were $206.5 million for the quarter versus $207.1 million in the prior-year quarter. This decline was primarily a result of the pass-through of lower raw material costs largely offset by volume gains of approximately 3%, and the impact of slightly favorable foreign currency translation of approximately $1.5 million.

The volume improvement is a result of strong demand in single-serve beverages, largely in the U.S.

Income from operations in the closures business for the second quarter of 2016 increased $700,000 to $25.3 million, primarily as a result of higher unit volumes and strong operating performance, partially offset by the unfavorable impact from the lagged pass-through of increases in resin costs.

Net sales in the plastic container business decreased $14.9 million to $138.5 million in the second quarter of 2016, primarily as a result of lower unit volumes of approximately 5%, due to the continued rebalancing of the customer portfolio in conjunction with the footprint optimization program, the pass-through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $1.5 million.

Operating income decreased $8.4 million to $1 million for the second quarter of 2016.

This decrease was primarily attributable to higher incremental costs and inefficiencies incurred to service customers during the footprint optimization program, start-up costs associated with the new manufacturing facilities, and the favorable impact in the prior year from the lagged pass-through of decreases in resin costs.

Turning now to our outlook for 2016. As you'll have seen in the press release, we have revised our full-year estimate of adjusted earnings per diluted share to reflect our year-to-date performance and to take into account the outlook for the remainder of the year.

While the first half of 2016 is off to a better-than-expected start, much of this has to do with timing. On the metals side, the weather in Europe has been cold and wet, which is likely to have some impact on volumes, as will revised indications from certain U.S. pack customers regarding their individual pack plans.

Additionally, we believe it is in the best interest of our plastic customers, our employees and the long-term performance of the business to take a more measured approach to the footprint optimization plan.

This will result in inventory reductions later than expected in the year due to delayed equipment relocations and costs to be incurred deeper into the second half of the year due to these delays.

Therefore, we've revised our full-year estimate of adjusted earnings per diluted share to a range of $2.70 to $2.90, down from the previous range of $2.80 to $3. This compares to prior-year adjusted net income per diluted share of $2.97.

We're also providing a third quarter 2016 estimate of adjusted earnings in the range of $1.20 to $1.30 per diluted share, excluding rationalization charges. We do expect some continued incremental spending during the quarter associated with the footprint optimization programs and the start-up of the new plants, which are included in this estimate.

As in prior years, given the uncertainties around the timing of the fruit and vegetable pack in the U.S., and the late start to the pack in Europe, the results of the back half of the year could shift between the third and fourth quarters. Our adjusted net income per diluted share in the prior-year quarter was $1.26.

Consistent with our year-end guidance, we continue to forecast free cash flow generation to be approximately $175 million, largely as a result of the carryover of capital spending from 2015 associated with the footprint optimization programs and the construction of new operating facilities. That concludes our prepared comments.

So we can open it up for Q&A, and I'll turn it to Jim to provide directions for the Q&A session..

Thank you. We'll take our first question from Chris Manuel from Wells Fargo Securities..

Good morning, gentlemen. Thank you for taking the questions. Let me start – I had a couple on the plastics side. You kind of mentioned that you're taking a more measured or a more diligent sort of approach, but you also mentioned that you're a little bit ahead of where you thought you would be, your performance in the businesses.

How would you kind of have us think about putting those together? I mean if you took down guidance by $0.10, how much of that dime was related to that, how of it much was related to crops, et cetera, to help us think – the path forward really is what I'm trying to understand..

Chris, it's Tony. Let me start with that and I'll let Adam to take you through a little bit of the kind of the balancing of the timing in plastics. But first of all, just having read some of the stuff on the wire today – let me be clear, this is not – to us there is really no new news on plastic share.

While I recognize we move the earnings around a bit. What we said last call quite clearly was that we were going to let the customers dictate the speed at which we moved here, that our focus was not going to be on the P&L this year, it was going to be about getting this right, so that we have the customers in place for next year and beyond.

And so, I said in my opening comments, I just want to repeat it that what you're actually seeing is a reflection of us being pleased with what's happening, feeling like we're being successful in holding the customers' position in terms of building inventory for them, meeting the supplies, we're now fully supplying those customers we weren't, if you went back three months or six months ago, and getting ourselves positioned for the move.

So I just want to set the tone here to say, there is not breaking new news on this, on plastics, and I know we'll talk more about plastics. But our mindset here is that this is – it's a good news in that we've been successful on the customer side the way we want to, and then that's changed a little bit, the timing, which Adam I'll let you get that..

Right. And to Tony's point, I think we are pleased with where we are. We are on the right track and we're seeing the sequential kind of quarterly improvements in our plastics operating performance, which is important for us as we kind of hit the milestones towards ultimately getting to our objectives.

But more importantly, as Tony said, it's really about making sure that we're taking care of our customers. And this delay, if you will, of the equipment relocation has allowed us to stabilize our supply with those customers, as Tony mentioned. It allows to stabilize our operations and build inventory in advance of those line moves.

So while those lines are in transit, our customers will be fully supported and supplied by our plants, and operations, and our product. So we're feeling pretty good about where we are, and our customers are feeling good about where we are.

Not only have they stayed with us, in some cases they've actually extended or renewed the contract agreements going forward, even through this period of time. So....

So we got some financial benefit in Q2 of building inventories rather than reducing them for moves. We will now be more moving as we go into Q3, and therefore, consuming inventory, which is more harmful to the P&L..

Correct. Originally, we had planned on having those equipment lines relocated in Q2. They're underway now for whatever that's worth, and that will extend through Q3 and to Q4, which is again why those – some of those incremental costs will remain through a portion of the back half of the year..

Okay. That's very helpful. If I could just have one follow-up, while we're sticking on this plastic business. I mean you've long talked about having lumps in the business as new wins and things come on and you also mentioned that customers are getting increased confidence in your performance there and your ability to deliver.

Have you – could you at all parse perhaps, when volumes are off I think mid-single digits, how much of that was stuff that was in line with market versus planned business losses? And perhaps if you had any notable food business wins that would be able to be tangibly talk to us about, the customers' confidence in your ability to deliver et cetera?.

Sure. And Chris, it's Adam. A couple of things. One, you talked about new wins in the business and we've had them.

I don't think we'll go into a lot of detail about exactly what those are, but they're – again, our strategy is, we're focusing on key markets with specific customers that value the service model that we're deploying in our plastics business, and we have had some nice wins certainly in the food market, healthcare and some others as well.

If you look at kind of what we said coming into 2017, we did expect volumes to be – unit volumes to be down in our plastics business, in large part because of the portfolio rebalancing efforts that we've been going through and also due to some plant rationalization.

So I'd say, the majority of the 5% were due to portfolio rebalancing and the balance are due just kind of ebb and flow in the plastics business..

Okay. That's very helpful. I have a few more questions, but I'll jump back in the queue. Thanks..

Great. Thanks, Chris..

Moving on, we'll take our next question from Scott Gaffner from Barclays..

Thanks. Good morning..

Good morning, Scott..

Just taking on plastics for a second. I mean, you said you're taking a more measured pace here on some of the switches.

Any chance that we get a delay into 2017 and we're looking at some continued impact there from these moves?.

No, and it's a great question, given kind of what's transpired over the last 12 months to 18 months. But I think what – as both Tony and I said earlier, I think what we've seen is, we are in a position now with the stability in our operations, the inventory that's in place to support the customers during these transitional moves.

We feel very good that we've got this right. And this is the beginning of the next step of our plastics business performance getting back to that kind of three year target that we had mentioned on prior calls of 15% EBITDA. So we will see sizable EBITDA improvement going into 2017, as these relocations will be done by the end of the year.

And at this point, we don't anticipate any delays in having those lines done. As I mentioned, they are already in transit, as we speak. So we're well down the path at this point. We're just being very cautious in making sure we get it right..

Okay. And then just trying to clarify on Chris' question, you have essentially the three issues, the U.S. pack softness, the European pack, and then you've got plastics that all led to this $0.10 decline in the full year EPS guidance.

Is it a third, a third, a third between those items or how should we think about the – what's the biggest impact that had changed your guidance?.

I would think about it more as kind of half the plastics, half the can – metal can business..

Okay. And then I guess just last one for me, then on the free cash flow guidance. You sort of – you did maintain that at $175 million despite lower earnings. Is there an offset somewhere and you sounded like you're building more inventory.

So is there an offset somewhere that get you to that still $175 million of free cash flow?.

Yeah. I think Scott, what you need to understand is, while we've built a little bit more inventory year-to-date, the idea is that that inventory will bleed through in the back half of the year. So I think we'll get a bit more benefit coming out of working capital, that should work to offset the earnings miss there..

Okay. Thanks guys..

Welcome..

Moving on, we'll take our next question from Ghansham Panjabi from Robert W. Baird..

Hi, this is actually Matt Krueger sitting in for Ghansham.

How are you guys doing this morning?.

Hey, Matt..

Hey. First on a high level.

How do you guys view the potential for further investment in the metal food can business and then it's profitability potential currently versus say a decade ago? And I'll frame that up, particularly in the context of shifting market dynamics and changing consumer preferences that you guys have seen?.

Well let's say on investment, I think I'd say what we always have, which is that it's – it's not easy to find for us metal opportunities. If you mean investment, I – let me caveat that. On the acquisition side, it's not easy to find things.

So we certainly look and would love to find businesses that marry up well to our metal business, but that's not easy to do. If you're talking about organic investment, I would say that we've obviously just been through a fairly major set of that, so I think that's not high on our priority list right now.

I think we would expect to enjoy the benefits of the new plant that we put in over the next couple of years. And so I wouldn't think that's likely to be a major investment there.

But in terms of opportunity and you're asking a big question there, but we think of the food can same as we always have, which is that it's – we expect to be kind of flattish to maybe even a modest decline over time.

That has been fine for us that – what we continually do is over time, we'll rationalize capacity out, right-size to what that market is. But we don't see big penetration risk against what is the food can today. Again, it's primarily everything we do is retorted product and pretty rigorous retort systems.

And so, we just don't see big alternative packaging threats. It's, again, if you're declining, you're losing share of stomach over time, that's always been the case. So we really don't envision big changes to our historical pattern on that..

Great. That's really helpful.

And then switching over to capital allocation, can you provide kind of an updated view on your capital allocation preferences? And then, can we – when can we expect say something like share buybacks to feature a little more heavily?.

Yeah, I don't think anything has really changed in our discipline or our strategy, as it has long been the case, looking for acquisition opportunities sits at the forefront of the interest. And I think of the skill set of the team here to try and build out the portfolio and add to the return element.

So we still go down that path looking at every potential acquisition in and around our states to evaluate whether or not it fits sort of the strategic profile and the return profile. It's no secret that valuations are pretty high and price does matter. So I think we've proven that our discipline has remained intact and that will be so going forward.

With that as a backdrop, we've said that we will run the balance sheet at a kind of a 2.5 times to 3.5 times net debt to EBITDA leverage ratio. We'll be forecasted to end this year kind of in the high 2s, 2.75, 2.8.

I think like we've done in previous years, as we start to trend down to the low end of that where we don't have M&A opportunities right in front of us, we will return capital to shareholders. We have no problem with that, that's sort of the secondary point of capital for us.

So as we start to get down towards that low end, a return of capital is certainly in order..

Great. And then one more quick one and I'll turn it over. Can you provide a quick update on the vegetable pack both in the U.S.

and Europe considering what you've seen kind of moving into the third quarter?.

Sure. So the – in the U.S., really everything about the pack looks fine, normal, ordinary whatever words you want to put on that. The fruits been good, midwest, as you heard, a little earlier than we thought, last year was very early, very strong. So the year-on-year comparisons not as easy there.

But tomatoes are running a little late, but I don't think there is anything much on that to be worried about at this point in time. So that's kind of our view of the U.S. pack. Now, obviously, the other thing we haven't really talked much about is, we did make a bit of a call down on volume around that.

That is not about the growing conditions, that's very specific to a few of our customers who for a variety of reasons around inventory management kind of share position that they picked up last year that maybe that they thought they would hold, that perhaps that customer won't hold and then shift at the retail level.

So that is a – it has very little to do with the pack, has very little to do with our view of total units cancelled. Unfortunately, has a little bit to do with our customers versus customers of our competitors, and who's going to get that – that share for this pack season. So – and then in Europe, as Bob said, it has been very wet and quite cold.

That's changed a little bit in the last couple weeks, but that's late news. So it's not been a good growing season at all through almost the entirety of the European region. And so we're just cautious about that. It certainly was late and hurt the second quarter, and I think usually when things get this late and this wet, you lose some things.

We're bracing ourselves for some volume loss in Europe. All right. That's it. Why don't we move on, and Matt if you've got more you can come on back around..

Moving on then, we'll take our next question from Brian Maguire from Goldman Sachs..

Hey. Good morning, guys..

Good morning, Brian..

Just wanted to clarify on the footprint optimization issues, just the slowdown there.

Were there any issues with customer satisfaction or concerns they were having about on-time delivery or performance there causing it, or are these just kind of you being a little bit more proactive about getting ahead of potential issues down the road?.

Hey, Brian. I'll assume you're talking about the plastics business. So, no, I mean, we were in tremendous amount of dialog with our customers making sure that we protected them in every way that we could, as we were experiencing some operational challenges.

So really it's about us just doing our job as a good strategic supplier to our main customers and doing the responsible thing, making sure that we get this right and get it right for them first and adjust our timelines to make sure that we're supplying them the product that they need when they want it. So it's really nothing more than that..

Okay.

And just so I understand the cadence on the guidance now with – and it sounds like some of the earnings for the year maybe were pulled forward into 2Q, as you built inventory and there's just a bit of an issue on fixed cost absorption in the back half of the year as you sell that inventory down, and then maybe some incremental costs related to the optimization and the move.

Is that summarizing it accurately?.

It is. And again, so the incremental cost, it'll be at a lower rate per quarter than we've had in the first half of the year as we go forward. Nothing has necessarily changed from that perspective. The start-up costs go away as the two new plastic plants are operational.

And you're right, the inventory gain that we got, it was less than $1 million in the second quarter. As that unwinds that'll just be a bit of a headwind for us in Q3 and early parts of Q4..

Okay, got it. And I wanted to ask on the closures business, the volume there has been really strong for a while now. Certainly looks like it's outgrowing the overall beverage can market in the U.S.

Just wondered if there's been some new customer wins there, or do you think maybe your customers' mix is just been outgrowing the market a little bit?.

Well, I think more – it's the products that we support in our closures business. So a couple things. Number one, last year was an all-time record year for our closures segment. So we're cycling over something that was our best performance in the history of the company. But we are continuing to see strong demand.

We talked about it on the last call that the pre-fill to kind of the summer beverage season started a little bit earlier this year, was a little bit stronger than what we had seen in prior years. And it's continuing to go well into Q3 right now. So the specific products I'm talking about, it's not carbonated soft drinks.

We're talking about sports drinks, ready-to-drink teas, ready-to-drink coffees, fruit juices, et cetera. Those are all growing at a much faster rate than the balance of the market, certainly in the U.S., but I'd also say globally. And that's where our focus and where we are very skewed to from a product support standpoint..

Okay, great. Thanks very much..

And moving on, we'll take our next question from Debbie Jones from Deutsche Bank..

Hi, good morning. My first question is just a point of clarification on the inventory building; that was you quantified it for plastics.

There was no inventory building benefit in the metal food segment?.

That's correct. But to expand your question a little bit, metal food did benefit in the quarter versus the rest of the year in two regards. One is that we had more of the midwest pack than we expected, which obviously will come out of Q3. It's not an inventory point, I'm just giving you more broad answer to that.

And then the mix in Q2 was pretty strong for us, and we know that by the end of the year that mix won't be that strong, and so that will give itself back in Q3 and Q4. So those are two benefits that you did have in the quarter that will reverse themselves the rest of the year. But on the inventory side, nothing unusual there..

Okay, that's helpful. And then my second question. I was hoping I can get your thoughts on the industry data that related to Silgan, just given your presence in the market. If you look year-to-date, you're seeing soup down almost 4%, obviously pet food is doing much better.

But do you read that as something more related to the pack or is there kind of a message here in terms of packaging format, one, and then just additionally on the two- and three-piece data, just both of them being down.

Do you feel like there – that the shift kind of from three-piece to two-piece has occurred and that we should no longer see that progression going forward?.

So two – I think there's sort of two questions. It's two-piece to three-piece. I think the – my sense is, the bulk of that shift has occurred. There are probably a few elements of three-piece that could still go two-piece. But most of what is in three-piece today is there for a reason, it's not a convenient size for a two-piece line.

As to our volume versus market, recall that we did do an acquisition of the Van Can business and related businesses that they were working on when we acquired them. So year to date, you've got some benefit of that, that kind of makes our volume slightly better than the market.

But I think from here forward, I don't know of any reason why we would be meaningfully different from market moves on volumes..

Okay. And then the soup question related to packaging format..

Oh, sorry.

That was in there too, huh?.

Yeah, (30:24).

On soup, I think the – so soup was down, the industry data would say down something like 4%. I think it – second quarter is not a good quarter to make huge assumptions about the soup market; it's not one of the biggest markets. There also was not a lot of advertising, promoting going on for soup during this particular period.

So I don't necessarily lock in on that number specifically. I think there's no question that soup is in – has been in some form of decline. And we've accepted that and commented on that many times on the call. I think we've said many times that our customers are looking at all kinds of formats to get themselves more relevant with the younger audience.

And so they're definitely trying lots of different formats, and we think that's a good thing. What's important is that people eat soup. Do we think there is a huge penetration, again, for food can considering the huge investment base and retort install base for our customers, the cost advantage of a can of soup versus any other format? We don't.

What we see is our customers just trying to be relevant everywhere they can right now. And as we've always said, and we've been clear, we say that our customers know, but our view is that ultimately whatever success they have those alternative packages, it's going to be financing their interest to try to drive those back to the can.

That is our view, to be clear..

Okay. Thank you for that. I'll pass it on..

Moving on, we'll take our next question from Anthony Pettinari from Citi..

Good morning. You indicated metal containers volumes were down 2%.

I was wondering if it's possible to parse that out between North America and Europe? And then, just thinking about North American competitive environment, understanding most of your volumes are on long-term contract, are you seeing any change in the pricing environment or any kind of excess capacity with a new market entrant or any impact on your pricing conversations in North America?.

Okay. Great. So as to the volume, I would just say that U.S. down 2%. It's a little bit more in Europe, given what we said about the growing conditions already in that market, and slightly less in the U.S., although the balance makes us – it doesn't move the U.S. that much.

The – as to the competitive situation, I would say no change, we talked about before. There clearly is some excess capacity in certain markets. I think that capacity is going to continue to kind of rattle around for a period of time. We have not seen any significant change to our business from that.

Again, our model is slightly different than most of the rest of the market. We have tended to do very long-term contracts that are pretty transparent on pass-throughs, et cetera, and so, therefore our – kind of our pricing gets pretty different from the market at times et cetera.

And so, for us that would be – it would be a longer term situation and so you wouldn't expect it to change much in the short-term and it hasn't..

Okay. Okay, that's helpful. And then, maybe just a follow-up on Scott's question, the $0.10 reduction in full year guidance, I think you said about half of that was plastics optimization, about half of it was weaker pack, presumably the weaker pack is just lost earnings.

But from your comments, is it accurate to say that maybe the $0.05 from plastics optimization could get realized in 2017 or in the first half of 2017 or is that not the right way to think about it?.

No, I would say that's just – it's more – if you lose the time to get back to the profit level, the time is lost. So I think that is, it's lost. It has no further implications going forward in our mind.

But if we could have gotten back to a more healed situation by Q3, then that would have been earnings that we would have gotten that we've now conceded..

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

Great. Thanks..

Okay. Moving on, we'll take our next question from George Staphos from Bank of America Merrill Lynch..

Thanks. Hi, guys. Good morning. I'm going to spend my questions maybe going a little bit over the operations, just because there have been a lot of questions on the volumes to start. Tony, you mentioned that, Iowa, Burlington is coming up. The learning curve, you're in the initial commercialization stages right now.

Is there any equipment that you're waiting on, are they any customers who haven't yet, who you anticipate being in the first year of production, who haven't trialed yet or are there any sizes, products would have you that maybe are giving you some trouble recognizing it, as a whole things are going well for you?.

That's a great question. So the answer is basically no. The – so all the equipment's in, we're not waiting on any equipment. The qualification is running right along the curve we would have expected.

I think in our absolute brightest, most optimized answer, maybe we could have been a month early to getting ready to qualification, maybe we could have gotten a little more sales in to help this year. But if you look at the schedule as promised, we're kind of running along that schedule. So we didn't quite make the best possible outcome on it. But....

You have lot of irons in the fire this year, so will give you a month of slack..

And I would say on the learning thing, in truth, this, Silgan has not built a plant of this scale before. So for us, and I know some of our competitors do this a little more than we do. That is a big deal for us, that's why we talk a lot about it. So – and it's gone really well on balance.

I think we have learned a lot about the capability of the equipment suppliers out there and of course we did some of our own work with the equipment. So I would not want you to think that we didn't have to do a lot of bug fixing and working through on equipment, as you would have imagined.

But I think we were surprised how much of that there was that we had to work through, but we feel very good now about where we are in the status of it..

Okay. That's interesting, Tony. Are there any key mile markers that we should ask about in the third quarter? Obviously, you're not going to send out a press release or maybe you will, hopefully you don't. But there is not going to be anything during the quarter that comes up.

So next conference call, what should we be asking about operationally about Iowa in terms of it being up to curve fully?.

Oh, so that – so Iowa specifically. Yeah, it would just be qualifications keep moving along. Again, as we've said, the line is not going to be all that meaningful to this year, because we're going to – by the time it's qualified, we're going to be kind of through the pack.

So there's – what it could do to help us by the way is the warehouse that we built next to it, which is helping us logistically and we're getting some of that benefit now. So that's there....

Okay..

... and it's helpful. But the lines can't do much for this year, so it wouldn't be all that big of a deal. Obviously, if we ran into a huge operating issue, we might spend more dollars trying to solve that. And then it would have some impact on the inventories next year.

And for some reason we were way off track, which I don't envision, then we'd have to start thinking about inventories and what we do for next year. But I don't see a milestone in Q3 around that, that's all that meaningful..

Okay. No, thanks for that, Tony. It's helpful. And my apologies. I want to go back just to the strategies around – where the tax around the optimization program in plastics. And so, again, you produced a lot, it's in inventory, it helped you in earnings, your customers are happy with you, everything is going well.

One question I had and I missed it if you'd mentioned it during the discussion, what made for the delay or the decision to delay when you would move the lines? Was it the customers telling you when they were going to take product which then fed back into the system in terms of when you needed to start producing that product, having in inventory or was it something else?.

Well, I think it's a variety of things. But the most important thing was our customers and their demand pattern. So really being able to support their needs and their demand with our products. And, again, with moving in Q2 for some of our customers is challenging. If you think about Adchem business et cetera, it's a big quarter in Q2.

So making sure that we have the inventory in place, making sure that we were able to meet their forecast, we thought it was the prudent thing to do to again stabilize the operation, make sure we had the right amount of inventory in place before we decided to move forward with those relocation.

So it was kind of taking all of the information in front of us and making sure that we, again, protected our customer in every way that we could, as we endeavored to move those lines..

Okay. Last question, and I'll turn it over, and it's two parts, and they're not related, so maybe it's two questions. I apologize. First of all, have you seen any kind of impact, I wouldn't expect that you would, but have you seen any effect from Brexit relative to European demand.

I know it's maybe a little bit hard to discern if there was any effect because it's been cool and wet. That's question number one. And then question number two, back to an earlier question, I forgot who had asked it about penetration of other formats into metal cans and obviously you've said your view in the past on this, Tony.

What do you do about the consumer moving to the perimeter of the store relative to the center of the store, and how do you battle that relative to the can itself? Thank you, guys..

George, it's Bob. I'll take the Brexit question and then let Tony take the last one. In terms of impact from Brexit, as you know, our food can business is predominantly pointed to the more Eastern market. So from a supply standpoint, we haven't really seen anything there.

And as you said that, with the weather conditions, it may not be overly evident anyway. We don't really supply a lot into the UK market, we do have a very small closures business that came along with the Portola acquisition. It's a very small business.

So as a consequence, we didn't see much and don't really expect to see much of an impact of the consequence..

Thank you..

And as perimeter stores, sorry, perimeter stores, great question. I think the – within the food can, I think really what we can do is support our customers, make sure they understand the value of the can, the economic benefit that they get from cans sold.

As you know, we've been sponsoring or helping sponsor a can wide program to market, the benefits of the can to consumers, try to make them aware, it's all around that very point, which is that, there is really good, lower cost, good for you product in the center of the store. So I think really on the can side, that's the bulk of what we can do.

But then our other businesses, of course, do benefit a little more from perimeter, our plastics....

Right..

...plastic businesses do make packages for our customers that gets sold in perimeter store. Or if you look at our closure business, it's even, I guess convenience stores, even more perimeter of store. So some of our other businesses benefit from that.

But in the food can, I think it's going to be more about the education process of the value of the can..

Thank you..

Thanks, George..

Moving on, we'll take our next question from Adam Josephson from KeyBanc..

Tony, Bob, Adam, good morning, and thanks for taking my questions. Tony, just on the call down on U.S. food can volumes, I think you mentioned some of your customers have lost share this year.

Are they cutting promotions or doing something else along those lines that would lead to share losses?.

Not that we're aware of. I think it's – what I had said is, in one case at least there was share gain last year that aren't being held. So I think you get a little bit of share just moving around between a variety of the customers in the marketplace. So I don't think it's so much around promoting.

And then I did also say that there is some inventory part to it. So I think it is fair to say that, broadly our fruit and vegetable customers, who are a little bit more sponsor-owned than they were a decade ago are probably a little more inclined to think hard about the inventory level that they're going to want at the end of the year.

And even in a good year they may not pack to the maximum that they can. Historically it was a good year, you would just see cans spilled and they would find a way to sell them. I think you're seeing a little less of that broadly across the market, and I think that's factoring in here a little bit too..

Thanks, Tony. And Tony, you or Adam just on plastics.

Can you just again go back over the past several years, talk about the evolution of the plastics business and talk about why you think 2017 and beyond will be notably different experience for you than the past several years?.

Sure. Let me start and then Adam can fix whatever I said wrong. Again, the plastics business for us has been a fairly long story, as you know. It has changed a lot from what it was, it was very much a custom design, decorated plastic business, largely for personal care at a point in time.

Pressure sensitive labels came in and sort of changed that paradigm to a degree. What we were doing over the last five years more lately is moving a little bit more towards food, which is an area that Silgan knows very well.

That will never be a complete move, but more towards that, a little bit more of selecting customers, et cetera, and then getting out our cost footprint, which we absolutely had to do.

And so that's – that's sort of – and again, our view here was always that, we needed to do that to really explore whether there was a strong franchise opportunity, right. We had to get that cost right no matter what.

So everything I'm describing to you right now is, is an effort to get the business on a stable point, where we could then explore what its future was. And so we made the decision to take a lot of costs out. And as we all know now, we moved a little quickly on that and a few things went against us, and we got into a bit of a ditch with our customers.

And that's what we're working through now. So, for instance, looking at what are the returns of the business against investment this year, doesn't make much sense to us because we're spending a lot of money just keeping customers supply this year.

So what we're really describing for you, by next year, we expect those incremental costs to go away, that gives us some, call it, $15 million-ish of improvement into 2017. And that would take us somewhere around to 10% EBITDA business. We can all agree on this call that against the investment here, a 10% EBITDA business is not success.

And then we've said on this call that we think something like over three years the opportunity to getting towards 15% EBITDA margins makes sense to us and ought to be a very – a reasonably fair threshold to decide whether the business can operate as a franchise. And so that's really what we're about doing.

First, getting out of the ditch and fixing the problem we're in. Secondly, verifying that there is a market opportunity at a slightly higher EBITDA margin level and returns that fit with that. And if not, then we'll have to asses.

We believe that opportunity sits there, we continue to believe that this is a market that is growing, and it is a market that is underserved by quality suppliers who consistently deliver what our customers need. And so we still believe there's an opportunity there, but we're very focused on how much capital goes in, how much comes out.

I mean, that's kind of ingrained in our core. And so we don't feel good about where we are right now. We understand returns are not good now, they won't be even be good if we get to that 10% EBITDA level next year. But, first of all, we got to do that and fix what we began here; and secondly, we do at this moment still think that opportunity exists..

Thanks a lot for that, Tony. Just two other ones. Just one related to that answer.

Can you just talk about roughly what CapEx you're planning on putting into that plastics business over the next couple of years in light of where you expect margins to get to?.

Adam, it's Adam. I would say, we'll get back to a more historic level of CapEx. Recall, we just recently built two new plants in that business. So I would say something between the $30 million, $35 million range would be what we would expect over the next couple years.

Now, again, we'll see what happens with our success in the marketplace in bringing on new business that may require additional investment, but each of those decision points will be a return-based decision for us that will be a cash-in/cash-out kind of decision, just like they always are..

Thanks, Adam. And Bob, just one for you on pension. Can you talk about any preliminary thoughts on the 2017 impact from what's happened to interest rates so far this year? I know you're overfunded, but just anything you can give us on pension expense or pension income and pension funding if the 10-year stays at, call it, 1.5% or so. Thanks a lot..

Yeah. You keyed in on the one metric that will impact it for us, and that is what happens to the discount rate. Now, it's a little hard, because it's a point in time that will make that determination for us at the end of the year.

So every 25 basis point move in the discount rate in either direction, but in this case we'd be thinking downward based on where it is today, would cost us about $2 million. And so today, I guess that headwind would probably be somewhere in the $4 million to $5 million range and that would be a reduction of pension income from where we are today.

On the positive side, we are fully funded. We sit at about 115% funded today. Our asset returns against the plan have been pretty good year to date, holding in line with what our return expectations were.

So the impact is just going to be on what happens around the discount rate, and regardless – I don't believe we'd be anywhere near a position where we'd have to make a pension contribution..

Thanks a lot, Bob..

Moving on, we'll take our next question from Mark Wilde from BMO..

Good morning..

Hey, Mark..

Mark..

Tony, just to clarify, it sounds like with the kind of midwest pack coming in a little early and you said Burlington could have been maybe a month earlier, should we assume that there's no real contribution from Burlington in 2016?.

Yes, with one caveat. From the equipment, there's really no big contribution. They're going to get – they'll get qualified. It'll help us on determining how much inventory we need going into next year. The one "except for" is, as part of it, that we also built a sizeable warehouse. Logistics was sort of one of our problems.

And so, we are beginning to get some benefit of using that warehouse. So that is envisioned in the numbers..

Okay.

Can you give us some sense, as we move from 2016 to 2017, how much of a benefit you would expect from Burlington?.

Sure. And this shouldn't sound like a change to anybody. But if you kind to go back, we had – last year, we spent some $20 million of costs associated – kind of inefficiency costs. This year that number's going to be about $15 million and a portion of that is start-up costs.

So, essentially what happens with the line is that that $15 million goes away next year. And so you get something in the order of a $15 million, $16 million EBITDA benefit from the line year-on-year comparison. Now, you get the depreciation with that, too. So you'll pick up some $6 million depreciation.

So something like a $9 million, maybe $10 million on the EBIT line..

Okay. All right. That's helpful.

And then, Tony, just kind of thinking about growing kind of the franchise going forward, can you just talk to us about the areas that you're most focused on, whether it's geographic or by product?.

Sure..

And I'm particularly curious about whether there's a way to kind of broaden the franchise in the caps and closures business?.

Well, I would have started right there. We agree with that. I think caps and closures is definitely one area that we do see opportunity. We are pretty selective about where we want to do that, and so it's not as easy as it might sound at first when you count up all the caps in the world. But I think that is definitely an opportunity for us.

I think that's one of our businesses that is pretty global, and so geography is a little bit less important about that. I think, secondly, on the food can side or cans in general side. We certainly have interest around that. Again, we're going to be pretty disciplined around price and returns that we think we can get from it, but we'd happily do that.

Originally the move into Eastern Europe – in a very different economic time, I will admit – was a demonstration of the idea that we thought we could take our food can knowhow and move globally on that. So I think in the right set of economics, that you'd continue to think about that as an opportunity.

And then I think we believe we know packaging well, so I would say also, we'll continue to look around on related tangential packaging areas. Again, that's going to – our focus is always around this idea of sustainable competitively advantaged businesses.

So it's either going to be something we think really is a franchise that we're looking at in that case, or it's something we believe we can build to a competitively advantaged for the long-term type of business..

Okay. Fair. And then the last question I have is really just a kind of a question and a comment.

And I think a lot of us have a lot of regard for you guys, but this plastics thing just seems like kind of Bill Murray in Groundhog Day, it's really since going back to about 2010 when you closed Port Clinton, is there anything you could have done or would have done differently in terms of how you've sequenced the restructuring of the plastics footprint?.

Yes. Yeah, not how you sequence, but – and I have said this once before, I'll say it again, because the first question got me a little colder, so I had a chance to think on it and I am back with the same answer. But, first of all, we agree with you, that it's been – it has been up and down.

We have had great internal discussion about why that is, and I think, again, one of the things that we have tried to explain to everybody is that, our business is, it's very integrated.

So you've got a lot of plants that do a bit for customers and so when something disrupts in a plant and we try to fix it, we effect the next plant and the next plant, and it's what we kind of call the ripple effects. And so it is still amazing to us, when things go wrong, how fast that effects more than just the plant where it went wrong.

So that is – that's why it looks like Groundhog Day and we fully understand. And to be clear, while we're not disappointed about what's happened in the last six months, we're obviously very disappointed about what's happened here.

The thing I would say we could do different is, we could have invested more money up front in new assets, rather than trying to move the assets that we have. And at the time the economics of that didn't look so good, and it looked a lot more optimal if we just moved the old assets that we had.

In retrospect, and this is now two issues that this is coming through, in retrospect, in both cases, that created lot of problems for us.

In the first case, because the assets we moved just weren't in good enough condition; and second time we figured that out, we made sure the assets are in good enough condition, but what we didn't really figure out is the need of inventory throughout that process, if anything went wrong. And that's where it started to unravel on us.

Both of those would have been solved if we had just stepped up and brought the equipment..

Okay. That's really, really helpful Tony. Thanks a lot, good luck in the second half of the year..

Great, thanks Mark..

Thanks..

Moving on, we'll take our next question from Chip Dillon from Vertical..

Yes. Good morning Tony and Bob..

Good morning, Chip..

One quick question on the tax rate. You did mention it was a little elevated this quarter.

And I know you didn't have – you had the benefits I guess in previous periods but should we expect that number to stay in the 34% range in the back half of the year and into next year or should it come back down?.

Yeah. I think we – as we came into the year, we were thinking the rate would be somewhere in the 33% to 34% range. So it's probably a little bit higher near-term than what we were expecting. I still think that, that's kind of a 34% kind of range is where we'll end for the year.

The delta is more about the impact that we saw last year bringing the rate down, which was really – just had more to do with the distribution where income was earned, in being in more low tax jurisdictions. So I think it's generally – where it is now is generally in line with what we would expect it to be..

Okay. And I know you in recent years have done quite a bit in terms of taking advantage of the low interest rate environment, it just keeps getting lower. Are there possibilities that you could do things with your balance sheet on the debt side, perhaps in Europe where you're all but being paid to borrow money.

Are there opportunities or would the cost to call be too high?.

Yeah. Well, if you look at the notes, the – one is not callable for another, I think it's another two years. One, we are in the call period, but I think even as low as the rates are, remember they too were financed at the time very attractive rates.

So the spread is marginal against its ability to make an early call makes sense, but rest assured it is something that we continue to look at and think about.

Likewise our bank facility is out there, not that I think that will have much meaning in terms of lower rates, but it will certainly give us the ability to get it structured and pushed out for a longer term. So those are things that are certainly on our mind as the rate environment continues to be low..

Okay. And one more. You've obviously done a ton of changing your footprint and restructuring here in the U.S. and that's winding down. It's been several years since you got into Europe in the food can business in Central or Eastern Europe, and I know that -those acquisitions came with the opportunity to grow organically.

Are there still opportunities to do that? And secondly, would there – on the other hand be a need possibly to do any kind of footprint work in Europe, in terms of rationalization or shifting things around?.

Good question. We actually have done some. In fact, we had opened Ukraine plant which has now been shut back down, so we have done that and there may be other opportunities depending on what's going on in kind of in the individual regions.

I think the growth is – much of that growth is on hold, certainly the Eastern strategy given the volatility in those markets. Now where we are and have a presence, then we certainly are growing organically in those areas, but in terms of making a major investment into a new market right now, that's harder.

East, at this point in time, and on the West side, we covered through Germany, so we're in that part of the region that we do cover. But I think more West than that is a little less likely, but we'll keep assessing.

If the market gets back, particularly in some of the development regions and we have some sense that, that that's got sustainability to it, which is probably the bigger point here, then you could imagine looking at it but that will certainly take some time and change effect..

Yeah. Chip, the other thing I would point to there too is, obviously that's a much smaller business in scale than the U.S. business for sure. And as a consequence, and in various geographies that it serves, the plants are therefore much smaller.

So while we don't necessarily rule out the activity, I would just caution not to think – not to be thinking that there is a large U.S.-like benefit coming ....

Right..

...from any of that restructuring activity that may take place..

Okay. That's very helpful. Thank you..

And moving on, we'll take our next question a follow-up from Chris Manuel from Wells Fargo Securities..

Good morning. Just two very quick follow-ups. One, if we could talk for a second about the closures business.

Could you maybe share with us a little bit of the differential between say plastic closures versus metal closures, perhaps Europe versus North America and what the trajectories were like there?.

Sure, Chris, it's Adam. With the 3% growth that we saw in the quarter, again, the majority of those unit volume was experienced in the United States.

So we saw growth in both substrates, but really it's plastic and kind of the drink lines that I mentioned earlier, sports drinks, ready-to-drink teas were probably the two biggest single items or markets that we serve that showed the outside of market growth for the U.S. market.

And Europe, again, is a good mix of food and beverage, and I would say the business was relatively consistent as far as where they experienced growth across their portfolio..

Okay. That's helpful. And then, Tony, just help me understand some.

So, earlier when you walked through the year-over-year lift for what you're going to be having in the metal side of the business from – you kind of spoke of it in terms of less drag from $20 million of start-up cost to $15 million this year to it being – not next year, but offset a little bit.

I thought also embedded in there, an element of improvement, was that – I mean you were spending $100-ish million of CapEx on a new facility and then kind of thinking of a return you were getting from all this capital also being start-up costs and things. A return base something in the mid-teens above and beyond that....

Yeah..

I mean has something changed with....

No, nothing has changed. So start-up, you're absolutely right, start-up has no bearing on anything. If you recall, back in the beginning, what we've said is that we've had a move of customer requirements to the Midwest region, and that sort of changed our cost structure.

So that is a change that occurred to the business that we were going to absorb one way or another. And so the line's primary justification purpose was to diffuse those costs.

So in 2015 we experienced those costs completely and we had a $0.20 – $20 million impact of those costs in the year, that had nothing to do with start-up, those had to do with just the logistical pressure that that – set of changes in our market happened to us.

So the main benefit of line is getting rid of those costs, having nothing to do with start-up. And so, so that's the confusing part. So we're getting some of that benefit this year.

So now that number comes down to something like $15 million this year, which includes $5 million of start-ups, so really it comes down to $10 million, right? And that's probably because our operations have been better, it's partly because we get the benefit of the warehouse for the back half of the year out of the business, partly because just generally the business doing a little bit better.

And then now you'll step up the rest of that into 2017. So the total value of the line is something around $15 million or $16 million on EBITDA, the bulk of that was embedded in our costs in 2015..

Okay. I'll follow back up. Thank you..

Okay..

And at this time, that will conclude today's question-and-answer session. I'd like to turn the conference back over to Tony for any additional or closing remarks..

Thank you everyone for your time and we look forward to talking about our third quarter in the fall..

And that will conclude today's conference. We thank everyone for their participation..