10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2011

OR

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

For the transition period from ________________ to ________________

Commission file number  000-22117

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	06-1269834
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
4 Landmark Square
Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

 (203) 975-7110

(Registrant's telephone number, including area code)

N/A

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

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes [ X ]   No [   ]

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

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

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

As of July 29, 2011, the number of shares outstanding of the Registrant’s common stock, $0.01 par value, was 70,138,336.

SILGAN HOLDINGS INC.
TABLE OF CONTENTS
			Page No.
Part I.	Financial Information		3
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets at June 30, 2011 and 2010 and December 31, 2010	3
		Condensed Consolidated Statements of Income for the three months ended June 30, 2011 and 2010	4
		Condensed Consolidated Statements of Income for the six months ended June 30, 2011 and 2010	5
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010	6
		Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2011 and 2010	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4.	Controls and Procedures	33
Part II.	Other Information		34
	Item 6.	Exhibits	34
Signatures			35
Exhibit Index			36

-2-

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	127,546		$	52,079		$	175,226
Trade accounts receivable, net		431,425			306,067			214,443
Inventories		742,474			563,644			438,536
Prepaid expenses and other current assets		54,463			17,167			36,290
Total current assets		1,355,908			938,957			864,495
Property, plant and equipment, net		1,085,390			842,879			849,720
Goodwill		397,829			291,724			324,763
Other intangible assets, net		97,001			53,867			72,054
Other assets, net		71,544			55,479			64,986
	$	3,007,672		$	2,182,906		$	2,176,018
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current
portion of long-term debt	$	146,602		$	88,372		$	13,949
Trade accounts payable		274,959			213,175			288,858
Accrued payroll and related costs		73,026			67,307			68,387
Accrued liabilities		171,855			54,041			52,914
Total current liabilities		666,442			422,895			424,108
Long-term debt		1,345,827			760,465			890,725
Other liabilities		359,280			279,602			307,586
Stockholders’ equity:
Common stock		873			870			873
Paid-in capital		188,726			175,531			183,524
Retained earnings		802,643			674,928			740,923
Accumulated other comprehensive loss		(44,918	)		(70,587	)		(63,026	)
Treasury stock		(311,201	)		(60,798	)		(308,695	)
Total stockholders’ equity		636,123			719,944			553,599
	$	3,007,672		$	2,182,906		$	2,176,018

See accompanying notes.

-3-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended June 30, 2011 and 2010

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	2011		2010
Net sales	$	822,224	$	693,849
Cost of goods sold		705,331		585,253
Gross profit		116,893		108,596
Selling, general and administrative expenses		20,062		40,829
Rationalization charges		2,369		709
Income from operations		94,462		67,058
Interest and other debt expense		16,446		11,971
Income before income taxes		78,016		55,087
Provision for income taxes		26,810		18,833
Net income	$	51,206	$	36,254
Earnings per share:
Basic net income per share	$	0.73	$	0.47
Diluted net income per share	$	0.73	$	0.47
Dividends per share	$	0.11	$	0.11
Weighted average number of shares:
Basic		70,145		76,701
Effect of dilutive securities		368		586
Diluted		70,513		77,287

See accompanying notes.

-4-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the six months ended June 30, 2011 and 2010

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

	2011		2010
Net sales	$	1,525,312	$	1,357,885
Cost of goods sold		1,306,454		1,145,986
Gross profit		218,858		211,899
Selling, general and administrative expenses		66,652		85,372
Rationalization charges		4,101		2,763
Income from operations		148,105		123,764
Interest and other debt expense		30,385		24,506
Income before income taxes		117,720		99,258
Provision for income taxes		40,400		36,222
Net income	$	77,320	$	63,036
Earnings per share:
Basic net income per share	$	1.10	$	0.82
Diluted net income per share	$	1.10	$	0.82
Dividends per share	$	0.22	$	0.21
Weighted average number of shares:
Basic		70,064		76,665
Effect of dilutive securities		443		603
Diluted		70,507		77,268

See accompanying notes.

-5-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2011 and 2010

(Dollars in thousands)

(Unaudited)

	2011			2010
Cash flows provided by (used in) operating activities:
Net income	$	77,320		$	63,036
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization		79,439			72,522
Rationalization charges		4,101			2,763
Excess tax benefit from stock-based compensation		(1,700	)		(452	)
Other changes that provided (used) cash, net of
effects from acquisitions:
Trade accounts receivable, net		(120,431	)		(118,896	)
Inventories		(199,382	)		(184,957	)
Trade accounts payable		42,640			34,275
Accrued liabilities		48,966			4,443
Contributions to pension benefit plans		-			(92,287	)
Other, net		16,576			47,078
Net cash used in operating activities		(52,471	)		(172,475	)
Cash flows provided by (used in) investing activities:
Purchases of businesses, net of cash acquired		(264,367	)		-
Capital expenditures		(84,170	)		(48,104	)
Proceeds from asset sales		3,129			548
Net cash used in investing activities		(345,408	)		(47,556	)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans		810,114			203,412
Repayments under revolving loans		(321,030	)		(127,590	)
Proceeds from issuance of long-term debt		4,210			-
Repayments of long-term debt		(25,213	)		-
Changes in outstanding checks - principally vendors		(99,557	)		(92,531	)
Dividends paid on common stock		(15,600	)		(16,342	)
Proceeds from stock option exercises		394			157
Excess tax benefit from stock-based compensation		1,700			452
Repurchase of treasury shares		(4,819	)		(1,202	)
Net cash provided by (used in) financing activities		350,199			(33,644	)
Cash and cash equivalents:
Net decrease		(47,680	)		(253,675	)
Balance at beginning of year		175,226			305,754
Balance at end of period	$	127,546		$	52,079
Interest paid, net	$	28,797		$	23,777
Income taxes (refunded) paid, net		(3,386	)		4,410

See accompanying notes.

-6-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS' EQUITY

For the six months ended June 30, 2011 and 2010

(Dollars and shares in thousands)

(Unaudited)

											Accumulated
	Common Stock										Other						Total
	Shares		Par		Paid-in			Retained			Comprehensive			Treasury			Stockholders’
	Outstanding		Value		Capital			Earnings			(Loss) Income			Stock			Equity
Balance at December 31, 2009		38,284	$	435	$	173,176		$	628,234		$	(55,601	)	$	(60,482	)	$	685,762
Comprehensive income:
Net income		-		-		-			63,036			-			-			63,036
Changes in net prior service
credit and actuarial losses,
net of tax provision of $1,606		-		-		-			-			2,486			-			2,486
Change in fair value of derivatives,
net of tax benefit of $76		-		-		-			-			(138	)		-			(138	)
Foreign currency translation,
net of tax provision of $10,948		-		-		-			-			(17,334	)		-			(17,334	)
Comprehensive income																		48,050
Dividends declared on common stock		-		-		-			(16,342	)		-			-			(16,342	)
Stock compensation expense		-		-		3,023			-			-			-			3,023
Stock option exercises, including
tax benefit of $166		15		-		323			-			-			-			323
Net issuance of treasury stock for
vested restricted stock units,
including tax benefit of $330		47		-		(556	)		-			-			(316	)		(872	)
Two-for-one stock split, net of
treasury shares of 5,171		38,332		435		(435	)		-			-			-			-
Balance at June 30, 2010		76,678	$	870	$	175,531		$	674,928		$	(70,587	)	$	(60,798	)	$	719,944
Balance at December 31, 2010		69,876	$	873	$	183,524		$	740,923		$	(63,026	)	$	(308,695	)	$	553,599
Comprehensive income:
Net income		-		-		-			77,320			-			-			77,320
Changes in net prior service
credit and actuarial losses,
net of tax provision of $1,526		-		-		-			-			2,479			-			2,479
Change in fair value of derivatives,
net of tax provision of $1,074		-		-		-			-			1,483			-			1,483
Foreign currency translation,
net of tax benefit of $12,818		-		-		-			-			14,146			-			14,146
Comprehensive income																		95,428
Dividends declared on common stock		-		-		-			(15,600	)		-			-			(15,600	)
Stock compensation expense		-		-		4,742			-			-			-			4,742
Stock option exercises, including
tax benefit of $679		46		-		1,073			-			-			-			1,073
Net issuance of treasury stock for
vested restricted stock units,
including tax benefit of $1,700		216		-		(613	)		-			-			(2,506	)		(3,119	)
Balance at June 30, 2011		70,138	$	873	$	188,726		$	802,643		$	(44,918	)	$	(311,201	)	$	636,123

See accompanying notes.

-7-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 1.    Significant Accounting Policies

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

The Condensed Consolidated Balance Sheet at December 31, 2010 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

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

Note 2.    Acquisitions

Graham Packaging

In June 2011, Graham Packaging Company Inc., or Graham Packaging, terminated our definitive merger agreement and paid us a termination fee of $39.5 million in accordance with the terms of such merger agreement.  The proceeds from the termination fee and costs associated with corporate development activities have been recorded in selling, general and administrative expenses in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011.

-8-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 2.    Acquisitions (continued)

Vogel & Noot

On March 1, 2011, we acquired the metal container operations of Vogel & Noot Holding AG, or VN, which is headquartered in Vienna, Austria.  VN manufactures metal food and general line containers, currently operates 12 metal container manufacturing facilities throughout Central and Eastern Europe and is scheduled to open several new facilities in other developing Eastern countries in the near term.  We acquired these operations for a total purchase price of €212.4 million ($292.7 million translated at the U.S. dollar exchange rate at the date of acquisition), net of cash acquired.  A portion of the purchase price, with an acquisition date fair value of €35.6 million ($49.0 million translated at the U.S. dollar exchange rate at the date of acquisition), is payable in March 2012.  We funded the purchase price for this acquisition from Euro denominated revolving loan borrowings under our previous senior secured credit facility.

The VN acquisition represents a strategically important acquisition for us as it provides an opportunity to expand our metal container franchise as we partner with our global customers to support their growth in the Central and developing Eastern European markets.  VN, which employs approximately 1,600 employees, had annual net sales of approximately $310 million for the year ended December 31, 2010.  The acquired VN operations have been combined with our pre-existing U.S. metal food container operations to form our metal containers business segment (see Note 13).

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches.  The purchase price allocation is preliminary and subject to change pending a final determination of the purchase price and a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to such valuations.  Based on revised estimates of fair value of certain assets and liabilities from our preliminary purchase price allocation presented in our Quarterly Report on Form 10-Q for the period ended March 31, 2011, we increased goodwill by $3.3 million.

-9-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 2.    Acquisitions (continued)

Vogel & Noot (continued)

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands):

Trade accounts receivable	$	81,626
Inventories		93,050
Property, plant and equipment		212,465
Other intangible assets		22,732
Other assets		3,374
Trade accounts payable and accrued liabilities		(56,516	)
Debt		(80,601	)
Other liabilities		(87,367	)
Total identifiable net assets		188,763
Goodwill		54,925
Cash paid at closing, net of cash acquired	$	243,688

Goodwill of $54.9 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our metal containers segment.  None of the goodwill is expected to be deductible for tax purposes.  Other intangible assets consist of customer relationships of $19.3 million with an estimated remaining life of 20 years, and a trade name of $3.4 million with an estimated remaining life of 10 years.  Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives up to 35 years.

The consolidated results of operations for the six months ended June 30, 2011 included the results for VN since the acquisition date.  Net sales from the VN operations of $75.4 million and $100.4 million were included in our Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011, respectively.  VN’s results of operations since the acquisition date, which were not significant, included the pre-tax negative impact of $5.5 million from the inventory write-up for VN as a result of purchase accounting in connection with the acquisition.

Pro Forma Information

The following unaudited pro forma financial information includes our historical results of operations for the three and six months ended June 30, 2011 and 2010 and gives pro forma effect to the VN acquisition as if it had been completed as of January 1, 2010.  The pro forma results of operations include interest expense related to incremental borrowings used to finance the VN acquisition and adjustments to depreciation and amortization expense for the valuation of property, plant and equipment and intangible assets.  In addition, net income for the six months ended June 30, 2010 includes the impact of the initial inventory write-up and acquisition costs.  The pro forma results of operations do not give effect to potential synergies or additional costs resulting from the integration of VN with our existing operations.

-10-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 2.    Acquisitions (continued)

Vogel & Noot (continued)

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

Unaudited pro forma financial information:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands, except per share data)
Net sales	$	822,224	$	761,859	$	1,570,831	$	1,494,239
Net income	$	53,589	$	39,507	$	81,625	$	63,571
Earnings per share:
Basic net income per share	$	0.76	$	0.52	$	1.17	$	0.83
Diluted net income per share	$	0.76	$	0.51	$	1.16	$	0.82

DGS

On March 1, 2011, we acquired the twist-off metal closure business of DGS S.A. in Poland, or DGS.  The purchase price of $20.7 million, net of cash acquired, was primarily funded with foreign bank revolving loan borrowings.  We applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date.  We recognized goodwill of $8.1 million and a customer relationship intangible asset of $2.9 million.  DGS’s results of operations were included in our closures business since the acquisition date and were not significant since such date.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 3.    Rationalization Charges

As part of our plans to rationalize certain facilities, we have established reserves for employee severance and benefits and plant exit costs.  Activity in our rationalization reserves since December 31, 2010 is summarized as follows:

	Employee			Plant			Non-Cash
	Severance			Exit			Asset
	and Benefits			Costs			Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2010	$	11,056		$	217		$	-		$	11,273
Activity for the Six Months Ended June 30, 2011
Prior Years’ Rationalization Plan Reserves Established		1,990			616			1,495			4,101
Prior Years’ Rationalization Plan Reserves Utilized		(4,254	)		(455	)		(1,495	)		(6,204	)
Currency Translation		800			-			-			800
Total Activity		(1,464	)		161			-			(1,303	)
Balance at June 30, 2011	$	9,592		$	378		$	-		$	9,970

Rationalization reserves are included in the Condensed Consolidated Balance Sheets as follows:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Accrued liabilities	$	9,970	$	1,911	$	11,273
Other liabilities		-		2,779		-
	$	9,970	$	4,690	$	11,273

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 4.    Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income is reported in the Condensed Consolidated Statements of Stockholders’ Equity.  Amounts included in accumulated other comprehensive (loss) income, net of tax, consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Foreign currency translation	$	31,422		$	4,758		$	17,276
Change in fair value of derivatives		(5,212	)		(8,033	)		(6,695	)
Unrecognized net periodic pension and
other postretirement benefit costs:
Net prior service credit		6,238			6,647			6,391
Net actuarial loss		(77,366	)		(73,959	)		(79,998	)
Accumulated other comprehensive loss	$	(44,918	)	$	(70,587	)	$	(63,026	)

Note 5.    Inventories

Inventories consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Raw materials	$	172,186		$	106,273		$	133,594
Work-in-process		122,771			86,936			83,375
Finished goods		502,579			436,800			276,578
Other		13,887			12,539			13,938
		811,423			642,548			507,485
Adjustment to value inventory
at cost on the LIFO method		(68,949	)		(78,904	)		(68,949	)
	$	742,474		$	563,644		$	438,536

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 6.    Long-Term Debt

Long-term debt consisted of the following:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	462,839	$	76,000	$	-
U.S. term loans		400,000		81,765		400,000
Canadian term loans		82,296		78,214		81,000
Euro term loans		179,812		156,463		165,313
Other foreign bank revolving and term loans		122,665		12,372		13,949
Total bank debt		1,247,612		404,814		660,262
7¼% Senior Notes, net of unamortized discount		244,817		244,023		244,412
6¾% Senior Subordinated Notes		-		200,000		-
Total debt		1,492,429		848,837		904,674
Less current portion		146,602		88,372		13,949
	$	1,345,827	$	760,465	$	890,725

Bank Credit Agreement

On July 28, 2011, we completed the refinancing of our previous senior secured credit facility by entering into a new $1.9 billion senior secured credit facility, or the Credit Agreement.  Our Credit Agreement provides us with term loans and revolving loans.  The term loans, or the Term Loans, provided under the Credit Agreement refinanced the term loans under our previous senior secured credit facility and certain Euro revolving loan borrowings used to finance the Vogel & Noot acquisition in March 2011 and certain U.S. dollar revolving loan borrowings under our previous senior secured credit facility.  The Term Loans consist of $520 million of U.S. term loans, €335 million of Euro term loans and Cdn $81 million of Canadian term loans.  The revolving loans, or the Revolving Loans, consist of a $790 million multicurrency revolving loan facility and a Cdn $10 million Canadian revolving loan facility.  Our Credit Agreement also provides us with an uncommitted multicurrency incremental loan facility for up to an additional U.S. $750 million, which may be used to finance acquisitions and for other permitted purposes.

-14-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 6.    Long-Term Debt (continued)

Bank Credit Agreement (continued)

We may use Revolving Loans under the Credit Agreement for working capital and other general corporate purposes, including acquisitions, dividends, stock repurchases and refinancing of other debt.  Revolving Loans may be borrowed, repaid and reborrowed until their final maturity on July 28, 2016.  The Term Loans mature on July 28, 2017 and are payable in installments as follows (amounts in thousands):

Year	U.S. Term Loans	Euro Term Loans	Canadian Term Loans
2013	$78,000	€ 50,250	Cdn $12,150
2014	$78,000	€ 50,250	Cdn $12,150
2015	$104,000	€ 67,000	Cdn $16,200
2016	$104,000	€ 67,000	Cdn $16,200
2017	$156,000	€100,500	Cdn $24,300

The final maturity date for the Revolving Loans and Term Loans will be July 7, 2016 if our 7¼% Senior Notes have not been refinanced in full on or before July 7, 2016.

The Credit Agreement requires us to prepay the Term Loans with proceeds received from certain assets sales and, under certain circumstances, with 50 percent of our excess cash flow.  The mandatory repayment provisions are no more restrictive in the aggregate than under our previous senior secured credit facility.   Generally, mandatory repayments of Term Loans are allocated pro rata to each of the Term Loans and applied first to the scheduled amortization payments in the year of such prepayments and, to the extent in excess thereof, pro rata to the remaining installments of the Term Loans.  Voluntary prepayments of Term Loans may be applied to any tranche of Term Loans at our discretion and are applied first to the scheduled amortization payments in the year of such prepayment and, to the extent in excess thereof, pro rata to the remaining installments.  Amounts repaid under the Term Loans may not be reborrowed.

The uncommitted multicurrency incremental loan facility provides, among other things, that any incremental term loan borrowing shall be denominated in a single currency, either U.S. dollars or certain foreign currencies; have a maturity date no earlier than the maturity date for the Term Loans; and be used for working capital and general corporate purposes, including to finance acquisitions, to refinance any indebtedness assumed as part of such acquisitions, to pay dividends, to repurchase common stock, to refinance or repurchase debt as permitted and to repay outstanding Revolving Loans.

Under the Credit Agreement, the interest rate for U.S. term loans will be either LIBOR or the base rate under the Credit Agreement plus a margin, the interest rate for Euro term loans will be the Euribor rate under the Credit Agreement plus a margin and the interest rate for Canadian term loans will be either the Bankers’ Acceptance discount rate or the Canadian prime rate under the Credit Agreement plus a margin.  Initially, for Term Loans and Revolving Loans maintained as LIBOR, Euribor or Bankers’ Acceptance loans the margin will be 1.75 percent, and for Term Loans and Revolving Loans maintained as base rate or Canadian prime rate loans the margin will be 0.75 percent.  The Credit Agreement provides for the payment of a commitment fee ranging from 0.25 percent to 0.375 percent per annum on the daily average unused portion of commitments available under the Revolving Loans.  Initially, the commitment fee will be 0.375 percent per annum. The margins for Term Loans and Revolving Loans and the commitment fee are subject to adjustment quarterly based upon our Total Leverage Ratio as provided in the Credit Agreement.

-15-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 6.    Long-Term Debt (continued)

Bank Credit Agreement (continued)

We may utilize up to a maximum of $200 million of our multicurrency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans and letters of credit under such multicurrency revolving loan facility do not exceed the amount of the commitment under such multicurrency revolving loan facility.  The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans and to the issuers of the letters of credit of a facing fee of the greater of (x) $500 per annum and (y) 0.25 percent per annum, calculated on the aggregate stated amount of all letters of credit for their stated duration.

The indebtedness under the Credit Agreement is guaranteed by Silgan and certain of its U.S. and Canadian subsidiaries. The stock of certain of our subsidiaries has also been pledged as security to the lenders under the Credit Agreement.  The Credit Agreement contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; engage in any business other than the packaging business; pay dividends; and repurchase stock.  In addition, we are required to meet specified financial covenants including Interest Coverage and Total Leverage Ratios, each as defined in the Credit Agreement.  We are currently in compliance with all covenants under the Credit Agreement.

All amounts owing under our previous senior secured credit facility were repaid on July 28, 2011 with proceeds from the Credit Agreement.  As a result of this refinancing, we expect to record a pre-tax charge of approximately $1.0 million for the loss on early extinguishment of debt during the quarter ending September 30, 2011.

Amounts outstanding as of June 30, 2011 classified as current debt included $40.7 million of bank revolving loans and $105.9 million of foreign bank revolving loans and term loans.Bank revolving loans of $422.1 million, consisting of $120.0 million of U.S. dollar denominated revolving loans and €210.0 million ($302.1 million translated at the U.S. dollar exchange rate at the balance sheet date) of Euro denominated revolving loans, are classified as long-term in the Condensed Consolidated Balance Sheet at June 30, 2011 because we refinanced such revolving loans with term loans having maturities of greater than one year under the Credit Agreement.

-16-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 7.    Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2011:

	Carrying		Fair
	Amount		Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	127,546	$	127,546
Liabilities:
Bank debt		1,247,612		1,247,612
7¼% Senior Notes		244,817		267,500
Interest rate swap agreements		9,185		9,185
Natural gas swap agreements		46		46

Fair Value Measurements

Financial Instruments Measured at Fair Value

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

The financial assets and liabilities that are measured on a recurring basis at June 30, 2011 consist of our cash and cash equivalents, interest rate swap agreements and natural gas swap agreements.  We measured the fair value of cash and cash equivalents using Level 1 inputs.  We measured the fair value of the swap agreements using the income approach.  The fair value of these agreements reflects the estimated amounts that we would pay based on the present value of the expected cash flows derived from market interest rates and prices.  As such, these derivative instruments are classified within Level 2.

-17-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 7.    Financial Instruments (continued)

Financial Instruments Not Measured at Fair Value

Our bank debt and 7¼% Senior Notes are recorded at historical amounts in our Condensed Consolidated Balance Sheets as we have not elected to record them at fair value.  The carrying amounts of our variable rate bank debt approximate their fair values.  Fair values of our 7¼% Senior Notes are estimated based on quoted market prices.

Derivative Instruments and Hedging Activities

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

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

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

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges.  During the first six months of 2011, our hedges were fully effective.The fair value of our outstanding swap agreements in effect at June 30, 2011 was recorded in our Condensed Consolidated Balance Sheet as a liability of $9.2 million, of which $3.8 million was included in accrued liabilities and $5.4 million was included in other liabilities.

The amount reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive (loss) income for the six months ended June 30, 2011 was a loss of $1.6 million, net of income taxes.  We estimate that we will reclassify losses of $2.0 million, net of income taxes, from the change in fair value of derivatives component of accumulated other comprehensive (loss) income to earnings during the next twelve months.  The actual amount that will be reclassified to earnings will vary from this amount as a result of changes in market conditions.

-18-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 7.    Financial Instruments (continued)

Interest Rate Swap Agreements

We have entered into Euro interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations.  At June 30, 2011, the aggregate notional principal amount of our outstanding interest rate swap agreements was €125.0 million.  The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income.  For the six months ended June 30, 2011, net payments under our interest rate swap agreements were $2.6 million.  These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements with a major financial institution to manage a portion of our exposure to fluctuations in natural gas prices.  At June 30, 2011, the aggregate notional principal amount of our natural gas swap agreements was 479,000 MMBtu of natural gas with fixed prices ranging from $4.198 to $4.985 per MMBtu, which hedges approximately 15 percent of our estimated twelve month exposure to fluctuations in natural gas prices.  The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income.  For the six months ended June 30, 2011, net payments under our natural gas swap agreements were $0.2 million.   These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with term and revolving loans denominated in Euros and Canadian dollars.  In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations.  We have designated Euro denominated borrowings totaling €320.0 million as net investment hedges.  Foreign currency losses related to our net investment hedges included in accumulated other comprehensive (loss) income for the six months ended June 30, 2011 were $30.6 million, net of a deferred tax benefit of $12.8 million.

-19-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 8.    Retirement Benefits

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	3,740		$	3,075		$	7,510		$	6,785
Interest cost		7,144			6,995			14,314			14,020
Expected return on plan assets		(10,186	)		(9,377	)		(20,400	)		(16,793	)
Amortization of prior service cost		510			515			1,021			1,033
Amortization of actuarial losses		1,993			2,282			3,985			4,199
Net periodic benefit cost	$	3,201		$	3,490		$	6,430		$	9,244

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	259		$	244		$	518		$	466
Interest cost		658			695			1,315			1,403
Amortization of prior service credit		(643	)		(641	)		(1,285	)		(1,283	)
Amortization of actuarial losses		142			53			284			143
Net periodic benefit cost	$	416		$	351		$	832		$	729

As previously disclosed in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010, there are no significant minimum required contributions to our pension plans in 2011.

Note 9.    Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions.  The Internal Revenue Service, or IRS, has commenced an examination of Silgan’s income tax return for the periods ended December 31, 2004 through December 31, 2007.  It is reasonably possible that this IRS audit and IRS audits for prior periods will be concluded within the next twelve months, and that the conclusion of these audits may result in a significant change to our reported unrecognized tax benefits.  Due to the ongoing nature of these audits, we are unable to estimate the amount of this potential impact.

-20-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 10.   Dividends

In each of March and June 2011, we paid a quarterly cash dividend on our common stock of $0.11 per share, as approved by our Board of Directors.  The aggregate cash payments related to these dividends totaled $15.6 million.

On August 5, 2011, our Board of Directors declared a quarterly cash dividend on our common stock of $0.11 per share, payable on September 15, 2011 to holders of record of our common stock on September 1, 2011.  The cash payment related to this dividend is expected to be $7.8 million.

Note 11.   Treasury Stock

During the first six months of 2011, we issued 349,071 treasury shares which had an average cost of $6.63 per share for restricted stock units that vested during the period.  In accordance with the Silgan Holdings Inc. 2004 Stock Incentive Plan, we repurchased 132,310 shares of our common stock at an average cost of $36.42 to satisfy minimum employee withholding tax requirements resulting from certain restricted stock units becoming vested.  We account for the treasury shares using the first-in, first-out (FIFO) cost method.  As of June 30, 2011, 17,209,721 shares were held in treasury.

Note 12.   Stock-Based Compensation

We currently have one stock-based compensation plan in effect, under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first six months of 2011, 18,900 restricted stock units were granted to certain of our officers and key employees.  The fair value of these restricted stock units at the grant date was $0.7 million, which is being amortized ratably over the five-year vesting period from the grant date.  In addition, in the first quarter of 2011, a performance award for 120,000 restricted stock units was granted to one of our officers, which award is subject to forfeiture unless certain performance criteria for the year ended December 31, 2011 is achieved.  These restricted stock units vest at the conclusion of the three-year period from the grant date.  The fair value of these restricted stock units at the grant date was $4.4 million, which is being amortized ratably over the three-year vesting period from the grant date.

In June 2011, we granted 6,738 restricted stock units to non-employee members of our Board of Directors, which vest in full one year from the date of grant.  The fair value of these restricted stock units at the date of grant was $0.3 million.

-21-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 13.   Business Segment Information

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

	Metal				Plastic
	Containers(1)		Closures		Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended June 30, 2011
Net sales	$	482,258	$	184,538	$	155,428	$	-		$	822,224
Depreciation and amortization(2)		20,160		8,604		11,191		424			40,379
Rationalization charges		1,378		317		674		-			2,369
Segment income from operations(3) (4)		42,874		22,681		4,512		24,395			94,462
Three Months Ended June 30, 2010
Net sales	$	378,063	$	165,773	$	150,013	$	-		$	693,849
Depreciation and amortization(2)		16,881		6,929		11,573		419			35,802
Rationalization charges		314		-		395		-			709
Segment income from operations		44,034		23,955		3,969		(4,900	)		67,058
Six Months Ended June 30, 2011
Net sales	$	872,742	$	344,580	$	307,990	$	-		$	1,525,312
Depreciation and amortization(2)		37,983		16,720		22,308		847			77,858
Rationalization charges		1,378		1,392		1,331		-			4,101
Segment income from operations(3) (4)		81,238		38,498		10,827		17,542			148,105
Six Months Ended June 30, 2010
Net sales	$	753,115	$	309,819	$	294,951	$	-		$	1,357,885
Depreciation and amortization(2)		33,602		14,059		22,738		838			71,237
Rationalization charges		314		-		2,449		-			2,763
Segment income from operations(5)		90,424		35,050		6,874		(8,584	)		123,764

(1)   Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

(2)   Depreciation and amortization excludes amortization of debt discount and issuance costs of $0.8 million and $0.6 million for the three months ended June 30, 2011 and 2010, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2011 and 2010, respectively.

(3)   Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

(4)   Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

(5)   Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

-22-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2011 and 2010 and for the

three and six months then ended is unaudited)

Note 13.   Business Segment Information (continued)

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

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Total segment income from operations	$	94,462	$	67,058	$	148,105	$	123,764
Interest and other debt expense		16,446		11,971		30,385		24,506
Income before income taxes	$	78,016	$	55,087	$	117,720	$	99,258

Sales and income from operations of our metal container business are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser degree, various geographies in Central and Eastern Europe.  Our closures business is also dependent, in part, upon vegetable and fruit harvests.  The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions.  Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter.

Note 14.   Subsequent Event

On July 28, 2011, we completed the refinancing of our previous senior secured credit facility with the Credit Agreement.  See Note 6 for further information.

-23-

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q which are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934.  Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and in our other filings with the Securities and Exchange Commission.  As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

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

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

On March 1, 2011, we acquired the metal container operations of Vogel & Noot which is headquartered in Vienna, Austria.  VN manufactures metal food and general line containers, currently operates 12 metal container manufacturing facilities throughout Central and Eastern Europe and is scheduled to open several new facilities in other developing Eastern countries in the near term.  We acquired these operations for a total purchase price of €212.4 million ($292.7 million translated at the U.S. dollar exchange rate at the date of acquisition), net of cash acquired.

In June 2011, Graham Packaging terminated our definitive merger agreement and paid us a termination fee of $39.5 million in accordance with the terms of such merger agreement.  The proceeds from the termination fee and costs associated with corporate development activities have been recorded in selling, general and administrative expenses in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011.

-24-

RESULTS OF OPERATIONS

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
Net sales
Metal containers(1)		58.7	%		54.5	%		57.2	%		55.5	%
Closures		22.4			23.9			22.6			22.8
Plastic containers		18.9			21.6			20.2			21.7
Consolidated		100.0			100.0			100.0			100.0
Cost of goods sold		85.8			84.3			85.6			84.4
Gross profit		14.2			15.7			14.4			15.6
Selling, general and administrative expenses		2.4			5.9			4.4			6.3
Rationalization charges		0.3			0.1			0.3			0.2
Income from operations		11.5			9.7			9.7			9.1
Interest and other debt expense		2.0			1.7			2.0			1.8
Income before income taxes		9.5			8.0			7.7			7.3
Provision for income taxes		3.3			2.8			2.6			2.7
Net income		6.2	%		5.2	%		5.1	%		4.6	%

(1)   Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

-25-

Summary unaudited results of operations for the three and six months ended June 30, 2011 and 2010 are provided below.

	Three Months Ended					Six Months Ended
	June 30,		June 30,			June 30,		June 30,
	2011		2010			2011		2010
	(Dollars in millions)
Net sales
Metal containers(1)	$	482.3	$	378.1		$	872.7	$	753.1
Closures		184.5		165.8			344.6		309.8
Plastic containers		155.4		150.0			308.0		295.0
Consolidated	$	822.2	$	693.9		$	1,525.3	$	1,357.9
Income from operations
Metal containers (1) (2)	$	42.9	$	44.0		$	81.2	$	90.4
Closures (3)		22.7		24.0			38.5		35.1
Plastic containers (4)		4.5		4.0			10.8		6.9
Corporate(5)		24.4		(4.9	)		17.6		(8.6	)
Consolidated	$	94.5	$	67.1		$	148.1	$	123.8

(1)   Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

(2)   Includes rationalization charges of $1.4 million for each of the three and six months ended June 30, 2011 and $0.3 million for each of the three and six months ended June 30, 2010, and a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

(3)   Includes rationalization charges of $0.3 million and $1.4 million for the three and six months ended June 30, 2011, respectively, and a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations for the six months ended June 30, 2010.

(4)   Includes rationalization charges of $0.7 million and $0.4 million for the three months ended June 30, 2011 and 2010, respectively, and $1.3 million and $2.4 million for the six months ended June 30, 2011 and 2010, respectively.

(5)   Includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

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Three Months Ended June 30, 2011 Compared with Three Months Ended June 30, 2010

Overview.  Consolidated net sales were $822.2 million in the second quarter of 2011, representing an 18.5 percent increase as compared to the second quarter of 2010 primarily as a result of higher unit volumes in the metal container and closure businesses principally due to the inclusion of the recently acquired VN, IPEC Global Inc., or IPEC, and DGS operations, higher average selling prices in all businesses largely attributable to the pass through of higher raw material costs and the impact of favorable foreign currency translation, partially offset by lower unit volumes in the plastic container business.  Income from operations for the second quarter of 2011 of $94.5 million increased by $27.4 million, or 40.8 percent, as compared to the same period in 2010 primarily due to income of $27.0 million for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities.  Results for 2011 included a charge of $3.3 million for the resolution of a past product liability dispute and rationalization charges of $2.4 million. Results for 2010 included rationalization charges of $0.7 million.  Net income for the second quarter of 2011 was $51.2 million, or $0.73 per diluted share, as compared to $36.3 million, or $0.47 per diluted share, for the same period in 2010.

Net Sales.  The $128.3 million increase in consolidated net sales in the second quarter of 2011 as compared to the second quarter of 2010 was the result of higher net sales across all businesses.

Net sales for the metal container business increased $104.2 million, or 27.6 percent, in the second quarter of 2011 as compared to the same period in 2010.  This increase was primarily due to higher unit volumes principally as a result of the inclusion of VN which had net sales of $75.4 million in the second quarter of 2011 and higher average selling prices as a result of the pass through of higher raw material costs.

Net sales for the closures business increased $18.7 million, or 11.3 percent, in the second quarter of 2011 as compared to the same period in 2010.  This increase was primarily the result of higher unit volumes due to the inclusion of IPEC and DGS which had aggregate net sales of $11.7 million in the second quarter of 2011, the impact of favorable foreign currency translation of approximately $9.9 million and higher average selling prices due to the pass through of higher raw material costs, partially offset by volume softness in the single-serve beverage markets.

Net sales for the plastic container business in the second quarter of 2011 increased $5.4 million, or 3.6 percent, as compared to the same period in 2010.  This increase was principally due to the impact of higher average selling prices as a result of the pass through of resin cost increases and the impact of favorable foreign currency translation of approximately $1.9 million, partially offset by a decrease in unit volumes and an unfavorable mix of products sold.

Gross Profit.  Gross profit margin decreased 1.5 percentage points to 14.2 percent in the second quarter of 2011 as compared to the same period in 2010 for the reasons discussed below in “Income from Operations.”

Selling, General and Administrative Expenses.  Selling, general and administrative expenses decreased $20.8 million to $20.0 million for the three months ended June 30, 2011 as compared to $40.8 million for the same period in 2010.  Selling, general and administrative expenses as a percentage of consolidated net sales decreased 3.5 percentage points to 2.4 percent for the second quarter of 2011 as compared to 5.9 percent for the same period in 2010.  These decreases were primarily due to the inclusion of $27.0 million of income from proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities, partially offset by the resolution of a past product liability dispute of $3.3 million.

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Income from Operations.  Income from operations for the second quarter of 2011 increased by $27.4 million as compared to the second quarter of 2010, and operating margin increased to 11.5 percent from 9.7 percent over the same periods, principally due to income from proceeds received as a result of the Graham Packaging merger agreement.

Income from operations of the metal container business for the second quarter of 2011 decreased $1.1 million, or 2.5 percent, as compared to the same period in 2010, and operating margin decreased to 8.9 percent from 11.6 percent over the same periods.  The decrease in income from operations was primarily the result of a $3.3 million charge related to the resolution of a past product liability dispute, the negative comparison resulting from the delayed contractual pass through of higher manufacturing costs in 2011 as compared to the 2010 benefit from the delayed pass through of lower manufacturing costs, higher rationalization charges and a less favorable mix of products sold.  The decrease in income from operations was partially offset by the inclusion of VN despite the remaining negative impact from the inventory purchase accounting adjustment, an increase in unit volumes and ongoing cost control and improvement in manufacturing efficiencies.  Rationalization charges of $1.4 million and $0.3 million were recognized in the second quarters of 2011 and 2010, respectively.

Income from operations of the closures business for the second quarter of 2011 decreased $1.3 million, or 5.4 percent, as compared to the same period in 2010, and operating margin decreased to 12.3 percent from 14.5 percent over the same periods.  These decreases were primarily attributable to the impact from the lagged pass through of increases in resin costs to customers, partially offset by the inclusion of IPEC and DGS and the benefits of ongoing cost reduction initiatives and improved manufacturing efficiencies.  Rationalization charges of $0.3 million were recognized in the second quarter of 2011.

Income from operations of the plastic container business for the second quarter of 2011 increased $0.5 million, or 12.5 percent, as compared to the same period in 2010, and operating margin increased to 2.9 percent from 2.7 percent over the same periods.  These increases were primarily attributable to continued improvement in operating performance, including the impact from the consolidation of certain corporate administrative functions initiated in the fourth quarter of 2010, partially offset by lower unit volumes and a less favorable mix of products sold.  Consistent with the first quarter of 2011 and the prior year, the plastic container business continued to be negatively impacted by the lagged pass through of increases in resin costs to customers. Rationalization charges of $0.7 million and $0.4 million were recognized in the second quarters of 2011 and 2010, respectively.

Interest and Other Debt Expense.  Interest and other debt expense for the second quarter of 2011 increased $4.5 million to $16.5 million as compared to the same period in 2010.  This increase was primarily due to higher average outstanding borrowings principally as a result of borrowings for acquisitions and from the refinancing of the senior secured credit facility in July 2010.

Provision for Income Taxes.  The effective tax rate for the second quarter of 2011 was 34.4 percent as compared to 34.2 percent in the same period of 2010.

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Six Months Ended June 30, 2011 Compared with Six Months Ended June 30, 2010

Overview.  Consolidated net sales were $1.53 billion in the first six months of 2011, representing a 12.3 percent increase as compared to the first six months of 2010 primarily due to the inclusion of sales from the recently acquired VN, IPEC and DGS operations, higher average selling prices in each of the businesses due to the pass through of higher raw material costs and the impact of favorable foreign currency translation, partially offset by lower domestic unit volumes in the metal container business and lower unit volumes in the plastic container business.  Income from operations for the first six months of 2011 increased by $24.3 million, or 19.6 percent, as compared to the same period in 2010 as a result of income of $25.2 million for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities.  This increase was also attributable to improved manufacturing efficiencies and ongoing cost controls, the inclusion of the recently acquired VN, IPEC and DGS operations and a $3.2 million charge recognized in 2010 for the remeasurement of net assets in the Venezuela operations.  These increases were partially offset by a decrease in income from operations in the metal container business due primarily to the delayed contractual pass through of higher manufacturing costs in 2011 as compared to the 2010 benefit from the delayed pass through of lower manufacturing costs, lower domestic unit volumes and a $3.3 million charge for the resolution of a past product liability dispute.  In addition, rationalization charges were $4.1 million in the first six months of 2011 as compared to $2.7 million in the first six months of 2010.  Net income for the first six months of 2011 was $77.3 million, or $1.10 per diluted share, as compared to $63.0 million, or $0.82 per diluted share, for the same period in 2010.

Net Sales.  The $167.4 million increase in consolidated net sales in the first six months of 2011 as compared to the first six months of 2010 was due to higher net sales across all businesses.

Net sales for the metal container business increased $119.6 million, or 15.9 percent, in the first six months of 2011 as compared to the same period in 2010.  This increase was primarily attributable to the inclusion of net sales of $100.4 million from VN and higher average selling prices as a result of the pass through of higher raw material costs, partially offset by lower unit volumes in our domestic operations in the wake of the customer buy-ahead at the end of 2010.

Net sales for the closures business in the first six months of 2011 increased $34.8 million, or 11.2 percent, as compared to the same period in 2010.  This increase was primarily the result of the inclusion of net sales from IPEC and DGS of $22.2 million, higher average selling prices as a result of the pass through of higher raw material costs and the impact of favorable foreign currency translation of approximately $9.1 million.

Net sales for the plastic container business in the first six months of 2011 increased $13.0 million, or 4.4 percent, as compared to the same period in 2010.  This increase was primarily the result of the impact of higher average selling prices as a result of the pass through of higher raw material costs and favorable foreign currency translation of approximately $3.6 million, partially offset by a decrease in unit volumes and a less favorable mix of products sold.

Gross Profit.  Gross Profit margin decreased 1.2 percentage points to 14.4 percent for the first six months of 2011 as compared to the same period in 2010 for the reasons discussed below in “Income from Operations.”

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Selling, General and Administrative Expenses.  Selling, general and administrative expenses decreased $18.7 million to $66.7 million for the six months ended June 30, 2011 as compared to $85.4 million for the same period in 2010.  Selling, general and administrative expenses as a percentage of consolidated net sales decreased to 4.4 percent for the first six months of 2011 as compared to 6.3 percent for the same period in 2010.  These decreases were primarily due to $25.2 million of income from proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities, and a $3.2 million charge recognized in 2010 for the remeasurement of net assets in the Venezuela operations, partially offset by a charge of $3.3 million for the resolution of a past product liability dispute.

Income from Operations.  Income from operations for the first six months of 2011 increased by $24.3 million, or 19.6 percent, as compared to the first six months of 2010, and operating margin increased to 9.7 percent from 9.1 percent over the same periods.

Income from operations of the metal container business for the first six months of 2011 decreased $9.2 million, or 10.2 percent, as compared to the same period in 2010, and operating margin decreased to 9.3 percent from 12.0 percent over the same periods.  These decreases were primarily the result of lower unit volumes in the domestic operations, the negative comparison resulting from the delayed contractual pass through of higher manufacturing costs in 2011 as compared to the 2010 benefit from the delayed contractual pass through of lower manufacturing costs, a $3.3 million charge related to the resolution of a past product liability dispute and higher rationalization charges.  The decrease in income from operations was partially offset by the inclusion of the VN operations which had a positive effect on income from operations due to favorable operating performance despite the impact of certain inventory purchase accounting adjustments.  Rationalization charges of $1.4 million and $0.3 million were recognized in the first six months of 2011 and 2010, respectively.

Income from operations of the closures business for the first six months of 2011 increased $3.4 million, or 9.7 percent, as compared to the same period in 2010, while operating margin decreased slightly to 11.2 percent from 11.3 percent over the same periods.  The increase in income from operations was primarily attributable to the benefits of ongoing cost reduction initiatives and improved manufacturing efficiencies, a $3.2 million charge recognized in 2010 for the remeasurement of net assets in the Venezuela operations and the inclusion of IPEC and DGS, partially offset by the impact from the lagged pass through of increases in resin costs to customers and higher rationalization charges.  Rationalization charges of $1.4 million were recognized in the first six months of 2011 for a reduction in workforce at the operating facility in Germany.

Income from operations of the plastic container business for the first six months of 2011 increased $3.9 million, or 56.5 percent, as compared to the same period in 2010, and operating margin increased to 3.5 percent from 2.3 percent over the same periods.  These increases were primarily attributable to continued improvement in operating performance, lower rationalization charges and the impact of the consolidation of certain corporate administrative functions initiated in the fourth quarter of 2010, partially offset by lower unit volumes and a less favorable mix of products sold.  Rationalization charges of $1.3 million and $2.4 million were recognized in the first six months of 2011 and 2010, respectively.

Interest and Other Debt Expense.  Interest and other debt expense for the first six months of 2011 increased $5.9 million to $30.4 million as compared to the same period in 2010.  This increase was primarily due to higher average outstanding borrowings principally as a result of additional borrowings in connection with the refinancing of our senior secured credit facility in July 2010 and borrowings to fund acquisitions.

Provision for Income Taxes.  The effective tax rate for the first six months of 2011 was 34.3 percent as compared to 36.5 percent in the same period of 2010.  The effective tax rate for the six months ended June 2010 was negatively impacted by the non-deductible portion of the charge for the remeasurement of net assets in the Venezuela operations.

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CAPITAL RESOURCES AND LIQUIDITY

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

On July 28, 2011, we completed the refinancing of our previous senior secured credit facility by entering into a new $1.9 billion senior secured credit facility, or the Credit Agreement.  Our Credit Agreement provides us with Term Loans and Revolving Loans.  The Term Loans provided under the Credit Agreement refinanced the term loans under our previous senior secured credit facility and certain Euro revolving loan borrowings used to finance the Vogel & Noot acquisition in March 2011 and certain U.S. dollar revolving loan borrowings under our previous senior secured credit facility.  The Term Loans consist of $520 million of U.S. term loans, €335 million of Euro term loans and Cdn $81 million of Canadian term loans.  The Revolving Loans consist of a $790 million multicurrency revolving loan facility and a Cdn $10 million Canadian revolving loan facility.  Our Credit Agreement also provides us with an uncommitted multicurrency incremental loan facility for up to an additional U.S. $750 million, which may be used to finance acquisitions and for other permitted purposes.

Under the Credit Agreement, total Term Loans of $1.084 billion are payable as follows:  $162.6 million in each of 2013 and 2014, $216.8 million in each of 2015 and 2016, and $325.3 million in 2017 (non-U.S. dollar debt has been translated into U.S. dollars at exchange rates in effect at the balance sheet date).

Under the Credit Agreement, the interest rate for U.S. term loans will be either LIBOR or the base rate under the Credit Agreement plus a margin, the interest rate for Euro term loans will be the Euribor rate under the Credit Agreement plus a margin and the interest rate for Canadian term loans will be either the Bankers’ Acceptance discount rate or the Canadian prime rate under the Credit Agreement plus a margin.  Initially, for Term Loans and Revolving Loans maintained as LIBOR, Euribor or Bankers’ Acceptance loans, the margin will be 1.75 percent, and for Term Loans and Revolving Loans maintained as base rate or Canadian prime rate loans the margin will be 0.75 percent.  The Credit Agreement provides for the payment of a commitment fee ranging from 0.25 percent to 0.375 percent per annum on the daily average unused portion of commitments available under the Revolving Loans.  Initially, the commitment fee will be 0.375 percent per annum.  The margins for Term Loans, Revolving Loans and the commitment fee are subject to adjustment quarterly based upon our Total Leverage Ratio as provided in the Credit Agreement.

All amounts owing under our previous senior secured credit facility were repaid on July 28, 2011 with proceeds from the Credit Agreement.  As a result of this refinancing, we expect to record a pre-tax charge of approximately $1.0 million for the loss on early extinguishment of debt during the quarter ending September 30, 2011.

Amounts outstanding as of June 30, 2011 classified as current debt included $40.7 million of bank revolving loans and $105.9 million of foreign bank revolving loans and term loans.  Bank revolving loans of $422.1 million, consisting of $120.0 million of U.S. dollar denominated revolving loans and €210.0 million ($302.1 million translated at the U.S. dollar exchange rate at the balance sheet date) of Euro denominated revolving loans, are classified as long-term in the Condensed Consolidated Balance Sheet at June 30, 2011 because we refinanced such revolving loans with term loans having maturities of greater than one year under the Credit Agreement.

You should also read Note 6 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2011 included elsewhere in this quarterly report.

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For the six months ended June 30, 2011, we used net borrowings of long-term debt and revolving loans of $468.1 million and cash and cash equivalents of $47.7 million to fund the acquisitions of VN and DGS for $264.4 million, cash used in operations of $52.5 million (which includes the benefit of $25.2 million of proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs attributable to certain corporate development activities), decreases in outstanding checks of $99.6 million, net capital expenditures of $81.0 million, net payments for stock-based compensation issuances of $2.7 million and dividends paid on our common stock of $15.6 million.  The increase in net capital expenditures in 2011 as compared to 2010 is the result of our decision to take advantage of certain domestic tax benefits available in 2011 and capital expenditures related to the expansion of our metal container business into several developing Eastern countries.

For the six months ended June 30, 2010, we used cash and cash equivalents of $253.7 million and net borrowings of revolving loans of $75.8 million to fund cash used in operations of $172.5 million (which consisted of $92.3 million of contributions to our pension benefit plans and $80.2 million primarily for our seasonal working capital needs), decreases in outstanding checks of $92.5 million, net capital expenditures of $47.6 million, net payments for stock-based compensation issuances of $0.6 million and dividends paid on our common stock of $16.3 million.

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

On August 5, 2011, our Board of Directors authorized the repurchase of up to $300 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014. In addition, on August 5, 2011, our Board of Directors declared a quarterly cash dividend on our common stock of $0.11 per share, payable on September 15, 2011 to holders of record of our common stock on September 1, 2011. The cash payment related to this dividend is expected to be $7.8 million.

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

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2011 with all of these covenants.

Rationalization Charges

Under our rationalization plans, we made cash payments of $4.7 million and $0.1 million for the six months ended June 30, 2011 and 2010, respectively.  Total future cash spending of $17.7 million is expected for our outstanding rationalization plans in the current year and thereafter.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2011 included elsewhere in this Quarterly Report.

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  Since such filing, other than the changes discussed in Notes 2 and 6 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2011 included elsewhere in this Quarterly Report, there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

You should also read Notes 2, 6 and 7 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2011 included elsewhere in this Quarterly Report.

Item 4. CONTROLS AND PROCEDURES

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

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

During March 2011, we acquired the metal container operations of VN.  You should read Note 2 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2011 included elsewhere in this Quarterly Report for further information on our acquisition of VN.  We are currently in the process of integrating the internal controls and procedures of VN into our internal controls over financial reporting.  As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of VN in our annual assessment of the effectiveness of our internal control over financial reporting for our 2012 fiscal year.

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Part II.  Other Information

Item 6.  Exhibits

Exhibit Number	Description
12	Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2011 and 2010.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

*  XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. 

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SIGNATURES

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

	SILGAN HOLDINGS INC.
Dated: August 9, 2011
		/s/ Robert B. Lewis
		Robert B. Lewis
		Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX
EXHIBIT NO.	EXHIBIT
12	Ratio of Earnings to Fixed Charges for the three and six months ended June 30, 2011 and 2010.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. 

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EX-12

Exhibit 12

SILGAN HOLDINGS INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

The following table sets forth Silgan Holdings Inc.’s computation of its ratio of earnings to fixed charges for the periods presented:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Earnings before fixed charges:
Income before income taxes	$	78,016	$	55,087	$	117,720	$	99,258
Interest and other debt expense		16,446		11,971		30,385		24,506
Interest portion of rental expense		214		83		370		167
Earnings before fixed charges	$	94,676	$	67,141	$	148,475	$	123,931
Fixed charges:
Interest and other debt expense	$	16,446	$	11,971	$	30,385	$	24,506
Interest portion of rental expense		214		83		370		167
Capitalized interest		173		74		360		195
Total fixed charges	$	16,833	$	12,128	$	31,115	$	24,868
Ratio of earnings to fixed charges		5.62		5.54		4.77		4.98

EX-31.1

Exhibit 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Anthony J. Allott, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2011 of Silgan Holdings Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

1

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 9, 2011
	/s/ Anthony J. Allott
	Anthony J. Allott
	President and
	Chief Executive Officer

2

EX-31.2

Exhibit 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Robert B. Lewis, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2011 of Silgan Holdings Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

1

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 9, 2011
	/s/ Robert B. Lewis
	Robert B. Lewis
	Executive Vice President and
	Chief Financial Officer

2

EX-32.1

Exhibit 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Quarterly Report of Silgan Holdings Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Anthony J. Allott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Anthony J. Allott

Anthony J. Allott

President and

Chief Executive Officer

August 9, 2011

A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Quarterly Report of Silgan Holdings Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert B. Lewis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert B. Lewis

Robert B. Lewis

Executive Vice President and

Chief Financial Officer

August 9, 2011

A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Subsequent Event - Additional Information (Detail) (Refinancing of Debt)	6 Months Ended
	Jun. 30, 2011
Refinancing of Debt
Subsequent Event [Line Items]
Date of refinancing, senior secured credit facility	Jul. 28, 2011

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended			6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010	Jun. 30, 2011		Jun. 30, 2010
Net sales	$ 822,224		$ 693,849	$ 1,525,312		$ 1,357,885
Cost of goods sold	705,331		585,253	1,306,454		1,145,986
Gross profit	116,893		108,596	218,858		211,899
Selling, general and administrative expenses	20,062		40,829	66,652		85,372
Rationalization charges	2,369		709	4,101		2,763
Income from operations	94,462	[1],[2]	67,058	148,105	[1],[2]	123,764	[3]
Interest and other debt expense	16,446		11,971	30,385		24,506
Income before income taxes	78,016		55,087	117,720		99,258
Provision for income taxes	26,810		18,833	40,400		36,222
Net income	$ 51,206		$ 36,254	$ 77,320		$ 63,036
Earnings per share:
Basic net income per share	$ 0.73		$ 0.47	$ 1.10		$ 0.82
Diluted net income per share	$ 0.73		$ 0.47	$ 1.10		$ 0.82
Dividends per share	$ 0.11		$ 0.11	$ 0.22		$ 0.21
Weighted average number of shares:
Basic	70,145		76,701	70,064		76,665
Effect of dilutive securities	368		586	443		603
Diluted	70,513		77,287	70,507		77,268

[1] Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

[2] Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

[3] Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows provided by (used in) operating activities:
Net income	$ 77,320	$ 63,036
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	79,439	72,522
Rationalization charges	4,101	2,763
Excess tax benefit from stock-based compensation	(1,700)	(452)
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net	(120,431)	(118,896)
Inventories	(199,382)	(184,957)
Trade accounts payable	42,640	34,275
Accrued liabilities	48,966	4,443
Contributions to pension benefit plans		(92,287)
Other, net	16,576	47,078
Net cash used in operating activities	(52,471)	(172,475)
Cash flows provided by (used in) investing activities:
Purchases of businesses, net of cash acquired	(264,367)
Capital expenditures	(84,170)	(48,104)
Proceeds from asset sales	3,129	548
Net cash used in investing activities	(345,408)	(47,556)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	810,114	203,412
Repayments under revolving loans	(321,030)	(127,590)
Proceeds from issuance of long-term debt	4,210
Repayments of long-term debt	(25,213)
Changes in outstanding checks - principally vendors	(99,557)	(92,531)
Dividends paid on common stock	(15,600)	(16,342)
Proceeds from stock option exercises	394	157
Excess tax benefit from stock-based compensation	1,700	452
Repurchase of treasury shares	(4,819)	(1,202)
Net cash provided by (used in) financing activities	350,199	(33,644)
Cash and cash equivalents:
Net decrease	(47,680)	(253,675)
Balance at beginning of year	175,226	305,754
Balance at end of period	127,546	52,079
Interest paid, net	28,797	23,777
Income taxes (refunded) paid, net	$ (3,386)	$ 4,410

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Rationalization Charges (Tables)

6 Months Ended

Jun. 30, 2011

Activity in Rationalization Reserves

Activity in our rationalization reserves since December 31, 2010 is summarized as follows:

	Employee			Plant			Non-Cash
	Severance			Exit			Asset
	and Benefits			Costs			Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2010	$	11,056		$	217		$	-		$	11,273
Activity for the Six Months Ended June 30, 2011
Prior Years’ Rationalization Plan Reserves Established		1,990			616			1,495			4,101
Prior Years’ Rationalization Plan Reserves Utilized		(4,254	)		(455	)		(1,495	)		(6,204	)
Currency Translation		800			-			-			800
Total Activity		(1,464	)		161			-			(1,303	)
Balance at June 30, 2011	$	9,592		$	378		$	-		$	9,970

Rationalization Reserves Included in the Condensed Consolidated Balance Sheets

Rationalization reserves are included in the Condensed Consolidated Balance Sheets as follows:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Accrued liabilities	$	9,970	$	1,911	$	11,273
Other liabilities		-		2,779		-
	$	9,970	$	4,690	$	11,273

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 29, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	SLGN
Entity Registrant Name	SILGAN HOLDINGS INC.
Entity Central Index Key	0000849869
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		70,138,336

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Reportable Business Segment Information (Parenthetical) (Detail) (USD $) In Millions	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended		1 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011 Corporate	Jun. 30, 2011 Corporate	Jun. 30, 2011 Metal Containers	Jun. 30, 2011 Metal Containers	Jun. 30, 2011 Closures	Mar. 01, 2011 Vogel & Noot Holding AG
Segment Reporting, Revenue Reconciling Item [Line Items]
Date of acquisition, VN operations										2011-03-01
Amortization of debt discount and issuance costs excluded from depreciation and amortization	$ 0.8	$ 0.6	$ 1.6	$ 1.3
Income as result of proceeds received from termination of the Graham Packaging merger agreement net of costs					27.0	25.2
Charge related to resolution of past product liability dispute							3.3	3.3
Charge included for the remeasurement of net assets									$ 3.2

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-term debt consisted of the following:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	462,839	$	76,000	$	-
U.S. term loans		400,000		81,765		400,000
Canadian term loans		82,296		78,214		81,000
Euro term loans		179,812		156,463		165,313
Other foreign bank revolving and term loans		122,665		12,372		13,949
Total bank debt		1,247,612		404,814		660,262
7¼% Senior Notes, net of unamortized discount		244,817		244,023		244,412
6¾% Senior Subordinated Notes		-		200,000		-
Total debt		1,492,429		848,837		904,674
Less current portion		146,602		88,372		13,949
	$	1,345,827	$	760,465	$	890,725

Term Loans Mature on July 28, 2017 and Payable in Installments

The Term Loans mature on July 28, 2017 and are payable in installments as follows (amounts in thousands):

Year	U.S. Term Loans	Euro Term Loans	Canadian Term Loans
2013	$78,000	€ 50,250	Cdn $12,150
2014	$78,000	€ 50,250	Cdn $12,150
2015	$104,000	€ 67,000	Cdn $16,200
2016	$104,000	€ 67,000	Cdn $16,200
2017	$156,000	€100,500	Cdn $24,300

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Reportable Business Segment Information (Detail) (USD $) In Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010		Jun. 30, 2011		Jun. 30, 2010
Segment Reporting, Revenue Reconciling Item [Line Items]
Net sales	$ 822,224		$ 693,849		$ 1,525,312		$ 1,357,885
Depreciation and amortization	40,379	[1]	35,802	[1]	77,858	[1]	71,237	[1]
Rationalization charges	2,369		709		4,101		2,763
Segment income from operations	94,462	[2],[3]	67,058		148,105	[2],[3]	123,764	[4]
Metal Containers
Segment Reporting, Revenue Reconciling Item [Line Items]
Net sales	482,258	[5]	378,063	[5]	872,742	[5]	753,115	[5]
Depreciation and amortization	20,160	[1],[5]	16,881	[1],[5]	37,983	[1],[5]	33,602	[1],[5]
Rationalization charges	1,378	[5]	314	[5]	1,378	[5]	314	[5]
Segment income from operations	42,874	[2],[3],[5]	44,034	[5]	81,238	[2],[3],[5]	90,424	[4],[5]
Closures
Segment Reporting, Revenue Reconciling Item [Line Items]
Net sales	184,538		165,773		344,580		309,819
Depreciation and amortization	8,604	[1]	6,929	[1]	16,720	[1]	14,059	[1]
Rationalization charges	317				1,392
Segment income from operations	22,681	[2],[3]	23,955		38,498	[2],[3]	35,050	[4]
Plastic Containers
Segment Reporting, Revenue Reconciling Item [Line Items]
Net sales	155,428		150,013		307,990		294,951
Depreciation and amortization	11,191	[1]	11,573	[1]	22,308	[1]	22,738	[1]
Rationalization charges	674		395		1,331		2,449
Segment income from operations	4,512	[2],[3]	3,969		10,827	[2],[3]	6,874	[4]
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	424	[1]	419	[1]	847	[1]	838	[1]
Segment income from operations	$ 24,395	[2],[3]	$ (4,900)		$ 17,542	[2],[3]	$ (8,584)	[4]

[1] Depreciation and amortization excludes amortization of debt discount and issuance costs of $0.8 million and $0.6 million for the three months ended June 30, 2011 and 2010, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2011 and 2010, respectively.

[2] Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

[3] Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

[4] Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

[5] Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

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Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Note 6.    Long-Term Debt

Long-term debt consisted of the following:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	462,839	$	76,000	$	-
U.S. term loans		400,000		81,765		400,000
Canadian term loans		82,296		78,214		81,000
Euro term loans		179,812		156,463		165,313
Other foreign bank revolving and term loans		122,665		12,372		13,949
Total bank debt		1,247,612		404,814		660,262
7¼% Senior Notes, net of unamortized discount		244,817		244,023		244,412
6¾% Senior Subordinated Notes		-		200,000		-
Total debt		1,492,429		848,837		904,674
Less current portion		146,602		88,372		13,949
	$	1,345,827	$	760,465	$	890,725

Bank Credit Agreement

On July 28, 2011, we completed the refinancing of our previous senior secured credit facility by entering into a new $1.9 billion senior secured credit facility, or the Credit Agreement.  Our Credit Agreement provides us with term loans and revolving loans.  The term loans, or the Term Loans, provided under the Credit Agreement refinanced the term loans under our previous senior secured credit facility and certain Euro revolving loan borrowings used to finance the Vogel & Noot acquisition in March 2011 and certain U.S. dollar revolving loan borrowings under our previous senior secured credit facility.  The Term Loans consist of $520 million of U.S. term loans, €335 million of Euro term loans and Cdn $81 million of Canadian term loans.  The revolving loans, or the Revolving Loans, consist of a $790 million multicurrency revolving loan facility and a Cdn $10 million Canadian revolving loan facility.  Our Credit Agreement also provides us with an uncommitted multicurrency incremental loan facility for up to an additional U.S. $750 million, which may be used to finance acquisitions and for other permitted purposes.

We may use Revolving Loans under the Credit Agreement for working capital and other general corporate purposes, including acquisitions, dividends, stock repurchases and refinancing of other debt.  Revolving Loans may be borrowed, repaid and reborrowed until their final maturity on July 28, 2016.  The Term Loans mature on July 28, 2017 and are payable in installments as follows (amounts in thousands):

Year	U.S. Term Loans	Euro Term Loans	Canadian Term Loans
2013	$78,000	€ 50,250	Cdn $12,150
2014	$78,000	€ 50,250	Cdn $12,150
2015	$104,000	€ 67,000	Cdn $16,200
2016	$104,000	€ 67,000	Cdn $16,200
2017	$156,000	€100,500	Cdn $24,300

The final maturity date for the Revolving Loans and Term Loans will be July 7, 2016 if our 7¼% Senior Notes have not been refinanced in full on or before July 7, 2016.

The Credit Agreement requires us to prepay the Term Loans with proceeds received from certain assets sales and, under certain circumstances, with 50 percent of our excess cash flow.  The mandatory repayment provisions are no more restrictive in the aggregate than under our previous senior secured credit facility.   Generally, mandatory repayments of Term Loans are allocated pro rata to each of the Term Loans and applied first to the scheduled amortization payments in the year of such prepayments and, to the extent in excess thereof, pro rata to the remaining installments of the Term Loans.  Voluntary prepayments of Term Loans may be applied to any tranche of Term Loans at our discretion and are applied first to the scheduled amortization payments in the year of such prepayment and, to the extent in excess thereof, pro rata to the remaining installments.  Amounts repaid under the Term Loans may not be reborrowed.

The uncommitted multicurrency incremental loan facility provides, among other things, that any incremental term loan borrowing shall be denominated in a single currency, either U.S. dollars or certain foreign currencies; have a maturity date no earlier than the maturity date for the Term Loans; and be used for working capital and general corporate purposes, including to finance acquisitions, to refinance any indebtedness assumed as part of such acquisitions, to pay dividends, to repurchase common stock, to refinance or repurchase debt as permitted and to repay outstanding Revolving Loans.

Under the Credit Agreement, the interest rate for U.S. term loans will be either LIBOR or the base rate under the Credit Agreement plus a margin, the interest rate for Euro term loans will be the Euribor rate under the Credit Agreement plus a margin and the interest rate for Canadian term loans will be either the Bankers’ Acceptance discount rate or the Canadian prime rate under the Credit Agreement plus a margin.  Initially, for Term Loans and Revolving Loans maintained as LIBOR, Euribor or Bankers’ Acceptance loans the margin will be 1.75 percent, and for Term Loans and Revolving Loans maintained as base rate or Canadian prime rate loans the margin will be 0.75 percent.  The Credit Agreement provides for the payment of a commitment fee ranging from 0.25 percent to 0.375 percent per annum on the daily average unused portion of commitments available under the Revolving Loans.  Initially, the commitment fee will be 0.375 percent per annum. The margins for Term Loans and Revolving Loans and the commitment fee are subject to adjustment quarterly based upon our Total Leverage Ratio as provided in the Credit Agreement.

We may utilize up to a maximum of $200 million of our multicurrency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans and letters of credit under such multicurrency revolving loan facility do not exceed the amount of the commitment under such multicurrency revolving loan facility.  The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans and to the issuers of the letters of credit of a facing fee of the greater of (x) $500 per annum and (y) 0.25 percent per annum, calculated on the aggregate stated amount of all letters of credit for their stated duration.

The indebtedness under the Credit Agreement is guaranteed by Silgan and certain of its U.S. and Canadian subsidiaries. The stock of certain of our subsidiaries has also been pledged as security to the lenders under the Credit Agreement.  The Credit Agreement contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; engage in any business other than the packaging business; pay dividends; and repurchase stock.  In addition, we are required to meet specified financial covenants including Interest Coverage and Total Leverage Ratios, each as defined in the Credit Agreement.  We are currently in compliance with all covenants under the Credit Agreement.

All amounts owing under our previous senior secured credit facility were repaid on July 28, 2011 with proceeds from the Credit Agreement.  As a result of this refinancing, we expect to record a pre-tax charge of approximately $1.0 million for the loss on early extinguishment of debt during the quarter ending September 30, 2011.

Amounts outstanding as of June 30, 2011 classified as current debt included $40.7 million of bank revolving loans and $105.9 million of foreign bank revolving loans and term loans.Bank revolving loans of $422.1 million, consisting of $120.0 million of U.S. dollar denominated revolving loans and €210.0 million ($302.1 million translated at the U.S. dollar exchange rate at the balance sheet date) of Euro denominated revolving loans, are classified as long-term in the Condensed Consolidated Balance Sheet at June 30, 2011 because we refinanced such revolving loans with term loans having maturities of greater than one year under the Credit Agreement.

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Summary of Carrying Amounts and Estimated Fair Values of Other Financial Instruments

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2011:

	Carrying		Fair
	Amount		Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	127,546	$	127,546
Liabilities:
Bank debt		1,247,612		1,247,612
7¼% Senior Notes		244,817		267,500
Interest rate swap agreements		9,185		9,185
Natural gas swap agreements		46		46

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Components of Net Periodic Other Postretirement Benefit Costs (Detail) (Other Postretirement Benefits, USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 259	$ 244	$ 518	$ 466
Interest cost	658	695	1,315	1,403
Amortization of prior service credit	(643)	(641)	(1,285)	(1,283)
Amortization of actuarial losses	142	53	284	143
Net periodic benefit cost	$ 416	$ 351	$ 832	$ 729

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Long-Term Debt - Additional Information (Detail)	6 Months Ended					6 Months Ended				6 Months Ended			6 Months Ended								6 Months Ended
	Jun. 30, 2011 USD ($)	Dec. 31, 2010 USD ($)	Jun. 30, 2010 USD ($)	Jun. 30, 2011 Revolving loans U.S. Senior Secured Credit Facility USD ($)	Jun. 30, 2011 Revolving loans Canadian Senior Secured Credit Facility CAD	Jun. 30, 2011 Revolving loans Senior Secured Credit Facility USD ($)	Jun. 30, 2011 Term loans U.S. Senior Secured Credit Facility USD ($)	Jun. 30, 2011 Term loans Canadian Senior Secured Credit Facility CAD	Jun. 30, 2011 Term loans Euro Senior Secured Credit Facility EUR (€)	Jun. 30, 2011 Term loans Senior Secured Credit Facility	Jun. 30, 2011 Revolving and term loans Senior Secured Credit Facility LIBOR	Jun. 30, 2011 Revolving and term loans Senior Secured Credit Facility Base Rate	Jun. 30, 2011 Senior Secured Credit Facility USD ($)	Jun. 30, 2011 Senior Secured Credit Facility Maximum USD ($)	Jun. 30, 2011 Senior Secured Credit Facility Minimum	Jun. 30, 2011 Bank debt Revolving loans U.S. USD ($)	Jun. 30, 2011 Bank debt Revolving loans Euro USD ($)	Jun. 30, 2011 Bank debt Revolving loans Euro EUR (€)	Jun. 30, 2011 Bank debt Revolving and term loans Other foreign USD ($)	Jun. 30, 2011 Bank debt Revolving loans USD ($)	Jun. 30, 2011 Revolving and term loans
Line of Credit Facility [Line Items]
Date of refinancing, senior secured credit facility													Jul. 28, 2011
Credit agreement				$ 790,000,000	10,000,000		$ 520,000,000	81,000,000	€ 335,000,000				$ 1,900,000,000
Additional Borrowing Capacity														750,000,000
Long-term debt maturity date						Jul. 28, 2016				Jul. 28, 2017
Description of maturity date of line credit agreement																					The final maturity date for the Revolving Loans and Term Loans will be July 7, 2016 if our 7¼ % Senior Notes have not been refinanced in full on or before July 7, 2016.
Final maturity date for the revolving and term loans if the 7 1/4 Senior Notes have not been refinanced in full on or before July 7, 2016																					2016-07-07
Percentage of excess cash flow required for payment	50.00%
Line of Credit Facility, Interest Rate Description													Under the Credit Agreement, the interest rate for U.S. term loans will be either LIBOR or the base rate under the Credit Agreement plus a margin, the interest rate for Euro term loans will be the Euribor rate under the Credit Agreement plus a margin and the interest rate for Canadian term loans will be either the Bankers’ Acceptance discount rate or the Canadian prime rate under the Credit Agreement plus a margin. Initially, for Term Loans and Revolving Loans maintained as LIBOR, Euribor or Bankers’ Acceptance loans the margin will be 1.75 percent, and for Term Loans and Revolving Loans maintained as base rate or Canadian prime rate loans the margin will be 0.75 percent.
Commitment fee percentage per annum													0.375%
Letters Of Credit Facing Fee													500
Letters Of Credit Facing Fee Percentage													0.25%
Line of Credit Facility, margin											1.75%	0.75%
Commitment fee percentage per annum on the daily average unused portion of commitments														0.375%	0.25%
Letter of Credit Facility, Maximum Borrowing Amount						200,000,000
Expected pre-tax charge for loss on early extinguishment of debt	(1,000,000)
Long-term debt, current	146,602,000	13,949,000	88,372,000																105,900,000	40,700,000
Long term debt	$ 1,345,827,000	$ 890,725,000	$ 760,465,000													$ 120,000,000	$ 302,100,000	€ 210,000,000		$ 422,100,000

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Inventories (Tables)

6 Months Ended

Jun. 30, 2011

Inventories

Inventories consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Raw materials	$	172,186		$	106,273		$	133,594
Work-in-process		122,771			86,936			83,375
Finished goods		502,579			436,800			276,578
Other		13,887			12,539			13,938
		811,423			642,548			507,485
Adjustment to value inventory
at cost on the LIFO method		(68,949	)		(78,904	)		(68,949	)
	$	742,474		$	563,644		$	438,536

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Treasury Stock

6 Months Ended

Jun. 30, 2011

Treasury Stock

Note 11.   Treasury Stock

During the first six months of 2011, we issued 349,071 treasury shares which had an average cost of $6.63 per share for restricted stock units that vested during the period.  In accordance with the Silgan Holdings Inc. 2004 Stock Incentive Plan, we repurchased 132,310 shares of our common stock at an average cost of $36.42 to satisfy minimum employee withholding tax requirements resulting from certain restricted stock units becoming vested.  We account for the treasury shares using the first-in, first-out (FIFO) cost method.  As of June 30, 2011, 17,209,721 shares were held in treasury.

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Acquisitions

6 Months Ended

Jun. 30, 2011

Acquisitions

Note 2.    Acquisitions

Graham Packaging

In June 2011, Graham Packaging Company Inc., or Graham Packaging, terminated our definitive merger agreement and paid us a termination fee of $39.5 million in accordance with the terms of such merger agreement.  The proceeds from the termination fee and costs associated with corporate development activities have been recorded in selling, general and administrative expenses in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011.

Vogel & Noot

On March 1, 2011, we acquired the metal container operations of Vogel & Noot Holding AG, or VN, which is headquartered in Vienna, Austria.  VN manufactures metal food and general line containers, currently operates 12 metal container manufacturing facilities throughout Central and Eastern Europe and is scheduled to open several new facilities in other developing Eastern countries in the near term.  We acquired these operations for a total purchase price of €212.4 million ($292.7 million translated at the U.S. dollar exchange rate at the date of acquisition), net of cash acquired.  A portion of the purchase price, with an acquisition date fair value of €35.6 million ($49.0 million translated at the U.S. dollar exchange rate at the date of acquisition), is payable in March 2012.  We funded the purchase price for this acquisition from Euro denominated revolving loan borrowings under our previous senior secured credit facility.

The VN acquisition represents a strategically important acquisition for us as it provides an opportunity to expand our metal container franchise as we partner with our global customers to support their growth in the Central and developing Eastern European markets.  VN, which employs approximately 1,600 employees, had annual net sales of approximately $310 million for the year ended December 31, 2010.  The acquired VN operations have been combined with our pre-existing U.S. metal food container operations to form our metal containers business segment (see Note 13).

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches.  The purchase price allocation is preliminary and subject to change pending a final determination of the purchase price and a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to such valuations.  Based on revised estimates of fair value of certain assets and liabilities from our preliminary purchase price allocation presented in our Quarterly Report on Form 10-Q for the period ended March 31, 2011, we increased goodwill by $3.3 million.

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands):

Trade accounts receivable	$	81,626
Inventories		93,050
Property, plant and equipment		212,465
Other intangible assets		22,732
Other assets		3,374
Trade accounts payable and accrued liabilities		(56,516	)
Debt		(80,601	)
Other liabilities		(87,367	)
Total identifiable net assets		188,763
Goodwill		54,925
Cash paid at closing, net of cash acquired	$	243,688

Goodwill of $54.9 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our metal containers segment.  None of the goodwill is expected to be deductible for tax purposes.  Other intangible assets consist of customer relationships of $19.3 million with an estimated remaining life of 20 years, and a trade name of $3.4 million with an estimated remaining life of 10 years.  Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives up to 35 years.

The consolidated results of operations for the six months ended June 30, 2011 included the results for VN since the acquisition date.  Net sales from the VN operations of $75.4 million and $100.4 million were included in our Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011, respectively.  VN’s results of operations since the acquisition date, which were not significant, included the pre-tax negative impact of $5.5 million from the inventory write-up for VN as a result of purchase accounting in connection with the acquisition.

Pro Forma Information

The following unaudited pro forma financial information includes our historical results of operations for the three and six months ended June 30, 2011 and 2010 and gives pro forma effect to the VN acquisition as if it had been completed as of January 1, 2010.  The pro forma results of operations include interest expense related to incremental borrowings used to finance the VN acquisition and adjustments to depreciation and amortization expense for the valuation of property, plant and equipment and intangible assets.  In addition, net income for the six months ended June 30, 2010 includes the impact of the initial inventory write-up and acquisition costs.  The pro forma results of operations do not give effect to potential synergies or additional costs resulting from the integration of VN with our existing operations.

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

Unaudited pro forma financial information:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands, except per share data)
Net sales	$	822,224	$	761,859	$	1,570,831	$	1,494,239
Net income	$	53,589	$	39,507	$	81,625	$	63,571
Earnings per share:
Basic net income per share	$	0.76	$	0.52	$	1.17	$	0.83
Diluted net income per share	$	0.76	$	0.51	$	1.16	$	0.82

DGS

On March 1, 2011, we acquired the twist-off metal closure business of DGS S.A. in Poland, or DGS.  The purchase price of $20.7 million, net of cash acquired, was primarily funded with foreign bank revolving loan borrowings.  We applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date.  We recognized goodwill of $8.1 million and a customer relationship intangible asset of $2.9 million.  DGS’s results of operations were included in our closures business since the acquisition date and were not significant since such date.

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Amounts Included in Accumulated Other Comprehensive (Loss) Income (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation	$ 31,422	$ 17,276	$ 4,758
Change in fair value of derivatives	(5,212)	(6,695)	(8,033)
Unrecognized net periodic pension and other postretirement benefit costs:
Net prior service credit	6,238	6,391	6,647
Net actuarial loss	(77,366)	(79,998)	(73,959)
Accumulated other comprehensive loss	$ (44,918)	$ (63,026)	$ (70,587)

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Retirement Benefits

6 Months Ended

Jun. 30, 2011

Retirement Benefits

Note 8.    Retirement Benefits

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	3,740		$	3,075		$	7,510		$	6,785
Interest cost		7,144			6,995			14,314			14,020
Expected return on plan assets		(10,186	)		(9,377	)		(20,400	)		(16,793	)
Amortization of prior service cost		510			515			1,021			1,033
Amortization of actuarial losses		1,993			2,282			3,985			4,199
Net periodic benefit cost	$	3,201		$	3,490		$	6,430		$	9,244

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	259		$	244		$	518		$	466
Interest cost		658			695			1,315			1,403
Amortization of prior service credit		(643	)		(641	)		(1,285	)		(1,283	)
Amortization of actuarial losses		142			53			284			143
Net periodic benefit cost	$	416		$	351		$	832		$	729

As previously disclosed in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010, there are no significant minimum required contributions to our pension plans in 2011.

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Business Segment Information

6 Months Ended

Jun. 30, 2011

Business Segment Information

Note 13.   Business Segment Information

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

	Metal				Plastic
	Containers(1)		Closures		Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended June 30, 2011
Net sales	$	482,258	$	184,538	$	155,428	$	-		$	822,224
Depreciation and amortization(2)		20,160		8,604		11,191		424			40,379
Rationalization charges		1,378		317		674		-			2,369
Segment income from operations(3) (4)		42,874		22,681		4,512		24,395			94,462
Three Months Ended June 30, 2010
Net sales	$	378,063	$	165,773	$	150,013	$	-		$	693,849
Depreciation and amortization(2)		16,881		6,929		11,573		419			35,802
Rationalization charges		314		-		395		-			709
Segment income from operations		44,034		23,955		3,969		(4,900	)		67,058
Six Months Ended June 30, 2011
Net sales	$	872,742	$	344,580	$	307,990	$	-		$	1,525,312
Depreciation and amortization(2)		37,983		16,720		22,308		847			77,858
Rationalization charges		1,378		1,392		1,331		-			4,101
Segment income from operations(3) (4)		81,238		38,498		10,827		17,542			148,105
Six Months Ended June 30, 2010
Net sales	$	753,115	$	309,819	$	294,951	$	-		$	1,357,885
Depreciation and amortization(2)		33,602		14,059		22,738		838			71,237
Rationalization charges		314		-		2,449		-			2,763
Segment income from operations(5)		90,424		35,050		6,874		(8,584	)		123,764

(1)   Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

(2)   Depreciation and amortization excludes amortization of debt discount and issuance costs of $0.8 million and $0.6 million for the three months ended June 30, 2011 and 2010, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2011 and 2010, respectively.

(3)   Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

(4)   Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

(5)   Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

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

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Total segment income from operations	$	94,462	$	67,058	$	148,105	$	123,764
Interest and other debt expense		16,446		11,971		30,385		24,506
Income before income taxes	$	78,016	$	55,087	$	117,720	$	99,258

Sales and income from operations of our metal container business are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser degree, various geographies in Central and Eastern Europe.  Our closures business is also dependent, in part, upon vegetable and fruit harvests.  The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions.  Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter.

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

Note 9.    Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions.  The Internal Revenue Service, or IRS, has commenced an examination of Silgan’s income tax return for the periods ended December 31, 2004 through December 31, 2007.  It is reasonably possible that this IRS audit and IRS audits for prior periods will be concluded within the next twelve months, and that the conclusion of these audits may result in a significant change to our reported unrecognized tax benefits.  Due to the ongoing nature of these audits, we are unable to estimate the amount of this potential impact.

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Acquistions - Unaudited Pro Forma Financial Information (Detail) (Vogel & Noot Holding AG, USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Vogel & Noot Holding AG
Business Acquisition [Line Items]
Net sales	$ 822,224	$ 761,859	$ 1,570,831	$ 1,494,239
Net income	$ 53,589	$ 39,507	$ 81,625	$ 63,571
Earnings per share:
Basic net income per share	$ 0.76	$ 0.52	$ 1.17	$ 0.83
Diluted net income per share	$ 0.76	$ 0.51	$ 1.16	$ 0.82

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Financial Instruments

6 Months Ended

Jun. 30, 2011

Financial Instruments

Note 7.    Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements.  Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values.  The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at June 30, 2011:

	Carrying		Fair
	Amount		Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	127,546	$	127,546
Liabilities:
Bank debt		1,247,612		1,247,612
7¼% Senior Notes		244,817		267,500
Interest rate swap agreements		9,185		9,185
Natural gas swap agreements		46		46

Fair Value Measurements

Financial Instruments Measured at Fair Value

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

The financial assets and liabilities that are measured on a recurring basis at June 30, 2011 consist of our cash and cash equivalents, interest rate swap agreements and natural gas swap agreements.  We measured the fair value of cash and cash equivalents using Level 1 inputs.  We measured the fair value of the swap agreements using the income approach.  The fair value of these agreements reflects the estimated amounts that we would pay based on the present value of the expected cash flows derived from market interest rates and prices.  As such, these derivative instruments are classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt and 7¼% Senior Notes are recorded at historical amounts in our Condensed Consolidated Balance Sheets as we have not elected to record them at fair value.  The carrying amounts of our variable rate bank debt approximate their fair values.  Fair values of our 7¼% Senior Notes are estimated based on quoted market prices.

Derivative Instruments and Hedging Activities

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

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

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

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges.  During the first six months of 2011, our hedges were fully effective.The fair value of our outstanding swap agreements in effect at June 30, 2011 was recorded in our Condensed Consolidated Balance Sheet as a liability of $9.2 million, of which $3.8 million was included in accrued liabilities and $5.4 million was included in other liabilities.

The amount reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive (loss) income for the six months ended June 30, 2011 was a loss of $1.6 million, net of income taxes.  We estimate that we will reclassify losses of $2.0 million, net of income taxes, from the change in fair value of derivatives component of accumulated other comprehensive (loss) income to earnings during the next twelve months.  The actual amount that will be reclassified to earnings will vary from this amount as a result of changes in market conditions.

Interest Rate Swap Agreements

We have entered into Euro interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations.  At June 30, 2011, the aggregate notional principal amount of our outstanding interest rate swap agreements was €125.0 million.  The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income.  For the six months ended June 30, 2011, net payments under our interest rate swap agreements were $2.6 million.  These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements with a major financial institution to manage a portion of our exposure to fluctuations in natural gas prices.  At June 30, 2011, the aggregate notional principal amount of our natural gas swap agreements was 479,000 MMBtu of natural gas with fixed prices ranging from $4.198 to $4.985 per MMBtu, which hedges approximately 15 percent of our estimated twelve month exposure to fluctuations in natural gas prices.  The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income.  For the six months ended June 30, 2011, net payments under our natural gas swap agreements were $0.2 million.   These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with term and revolving loans denominated in Euros and Canadian dollars.  In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations.  We have designated Euro denominated borrowings totaling €320.0 million as net investment hedges.  Foreign currency losses related to our net investment hedges included in accumulated other comprehensive (loss) income for the six months ended June 30, 2011 were $30.6 million, net of a deferred tax benefit of $12.8 million.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Changes in net prior service credit and actuarial losses, tax provision	$ (1,526)	$ (1,606)
Change in fair value of derivatives, tax (provision) benefit	(1,074)	76
Foreign currency translation, tax benefit (provision)	12,818	(10,948)
Stock option exercises, tax benefit	679	166
Net issuance of treasury stock for vested restricted stock units, tax benefit	$ 1,700	$ 330
Treasury shares netted from common stock shares issued for two-for-one stock split		5,171

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Rationalization Charges

6 Months Ended

Jun. 30, 2011

Rationalization Charges

Note 3.    Rationalization Charges

As part of our plans to rationalize certain facilities, we have established reserves for employee severance and benefits and plant exit costs.  Activity in our rationalization reserves since December 31, 2010 is summarized as follows:

	Employee			Plant			Non-Cash
	Severance			Exit			Asset
	and Benefits			Costs			Write-Down			Total
	(Dollars in thousands)
Balance at December 31, 2010	$	11,056		$	217		$	-		$	11,273
Activity for the Six Months Ended June 30, 2011
Prior Years’ Rationalization Plan Reserves Established		1,990			616			1,495			4,101
Prior Years’ Rationalization Plan Reserves Utilized		(4,254	)		(455	)		(1,495	)		(6,204	)
Currency Translation		800			-			-			800
Total Activity		(1,464	)		161			-			(1,303	)
Balance at June 30, 2011	$	9,592		$	378		$	-		$	9,970

Rationalization reserves are included in the Condensed Consolidated Balance Sheets as follows:

	June 30,		June 30,		Dec. 31,
	2011		2010		2010
	(Dollars in thousands)
Accrued liabilities	$	9,970	$	1,911	$	11,273
Other liabilities		-		2,779		-
	$	9,970	$	4,690	$	11,273

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Summary of Carrying Amounts and Estimated Fair Values of Other Financial Instruments (Detail) (USD $) In Thousands	Jun. 30, 2011
Liabilities:
Derivative liabilities	$ 9,200
7 1/4% Senior Notes | Carrying Amount
Liabilities:
Long term debt fair value	244,817
Carrying Amount
Assets:
Cash and cash equivalents	127,546
Carrying Amount | Bank debt
Liabilities:
Long term debt fair value	1,247,612
Carrying Amount | Interest rate swap agreements
Liabilities:
Derivative liabilities	9,185
Carrying Amount | Natural gas swap agreements
Liabilities:
Derivative liabilities	46
7 1/4% Senior Notes | Fair Value
Liabilities:
Long term debt fair value	267,500
Fair Value
Assets:
Cash and cash equivalents	127,546
Fair Value | Bank debt
Liabilities:
Long term debt fair value	1,247,612
Fair Value | Interest rate swap agreements
Liabilities:
Derivative liabilities	9,185
Fair Value | Natural gas swap agreements
Liabilities:
Derivative liabilities	$ 46

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Acquistions - Allocated Fair Value of Assets Acquired and Liabilities Assumed (Detail) (Vogel & Noot Holding AG, USD $) In Thousands	Mar. 01, 2011
Vogel & Noot Holding AG
Business Acquisition [Line Items]
Trade accounts receivable	$ 81,626
Inventories	93,050
Property, plant and equipment	212,465
Other intangible assets	22,732
Other assets	3,374
Trade accounts payable and accrued liabilities	(56,516)
Debt	(80,601)
Other liabilities	(87,367)
Total identifiable net assets	188,763
Goodwill	54,925
Cash paid at closing, net of cash acquired	$ 243,688

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Accumulated Other Comprehensive (Loss) Income

6 Months Ended

Jun. 30, 2011

Accumulated Other Comprehensive (Loss) Income

Note 4.    Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income is reported in the Condensed Consolidated Statements of Stockholders’ Equity.  Amounts included in accumulated other comprehensive (loss) income, net of tax, consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Foreign currency translation	$	31,422		$	4,758		$	17,276
Change in fair value of derivatives		(5,212	)		(8,033	)		(6,695	)
Unrecognized net periodic pension and
other postretirement benefit costs:
Net prior service credit		6,238			6,647			6,391
Net actuarial loss		(77,366	)		(73,959	)		(79,998	)
Accumulated other comprehensive loss	$	(44,918	)	$	(70,587	)	$	(63,026	)

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Components of Net Periodic Pension Benefit Costs (Detail) (Pension Benefits, USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3,740	$ 3,075	$ 7,510	$ 6,785
Interest cost	7,144	6,995	14,314	14,020
Expected return on plan assets	(10,186)	(9,377)	(20,400)	(16,793)
Amortization of prior service cost	510	515	1,021	1,033
Amortization of actuarial losses	1,993	2,282	3,985	4,199
Net periodic benefit cost	$ 3,201	$ 3,490	$ 6,430	$ 9,244

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Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2011

Pension Benefits

Components of Net Periodic Benefit Costs

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	3,740		$	3,075		$	7,510		$	6,785
Interest cost		7,144			6,995			14,314			14,020
Expected return on plan assets		(10,186	)		(9,377	)		(20,400	)		(16,793	)
Amortization of prior service cost		510			515			1,021			1,033
Amortization of actuarial losses		1,993			2,282			3,985			4,199
Net periodic benefit cost	$	3,201		$	3,490		$	6,430		$	9,244

Other Postretirement Benefits

Components of Net Periodic Benefit Costs

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Service cost	$	259		$	244		$	518		$	466
Interest cost		658			695			1,315			1,403
Amortization of prior service credit		(643	)		(641	)		(1,285	)		(1,283	)
Amortization of actuarial losses		142			53			284			143
Net periodic benefit cost	$	416		$	351		$	832		$	729

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Activity in Rationalization Reserves (Detail) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2010	$ 11,273	$ 4,690
Prior Years' Rationalization Plan Reserves Established	4,101
Prior Years' Rationalization Plan Reserves Utilized	(6,204)
Currency Translation	800
Total Activity	(1,303)
Balance at June 30, 2011	9,970	4,690
Employee Severance and Benefits
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2010	11,056
Prior Years' Rationalization Plan Reserves Established	1,990
Prior Years' Rationalization Plan Reserves Utilized	(4,254)
Currency Translation	800
Total Activity	(1,464)
Balance at June 30, 2011	9,592
Plant Exit Costs
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2010	217
Prior Years' Rationalization Plan Reserves Established	616
Prior Years' Rationalization Plan Reserves Utilized	(455)
Total Activity	161
Balance at June 30, 2011	378
Non-Cash Asset Write-Down
Restructuring Cost and Reserve [Line Items]
Prior Years' Rationalization Plan Reserves Established	1,495
Prior Years' Rationalization Plan Reserves Utilized	$ (1,495)

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Financial Instruments - Additional Information (Detail)	6 Months Ended			6 Months Ended				6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 Accrued liabilities USD ($)	Jun. 30, 2011 Other liabilities USD ($)	Jun. 30, 2011 Interest rate swap agreements USD ($)	Jun. 30, 2011 Interest rate swap agreements EUR (€)	Jun. 30, 2011 Maximum Natural gas swap agreements	Jun. 30, 2011 Minimum Natural gas swap agreements	Jun. 30, 2011 Natural gas swap agreements USD ($) MMBtu	Jun. 30, 2011 Foreign Currency Exchange Rate Risk USD ($)	Jun. 30, 2011 Foreign Currency Exchange Rate Risk EUR (€)
Derivative [Line Items]
Fair value of total outstanding swap agreements	$ 9,200,000	$ 3,800,000	$ 5,400,000
Amount of loss reclassified to earnings from derivatives component of accumulated other comprehensive (loss) income	1,600,000
Estimated amount of loss to be reclassified to earnings from derivatives component of accumulated other comprehensive (loss) income during the next twelve months	(2,000,000)
Percentage of hedged estimated twelve month exposure to fluctuations in natural gas prices								15.00%
Aggregate notional principal amount of outstanding interest rate swap agreements					125,000,000
Net payments under derivative swap agreements				2,600,000				200,000
Aggregate notional principal amount of natural gas swap agreements								479,000
Natural gas fixed prices per MMBtu						4.985	4.198
Euro denominated borrowings designated as net investment hedges										320,000,000
Foreign currency losses of net investment hedges included in accumulated other comprehensive (loss) income, net of deferred tax benefit									30,600,000
Deferred tax benefit, net									$ (12,800,000)

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Acquisitions - Additional Information (Detail)	3 Months Ended	6 Months Ended	3 Months Ended	4 Months Ended	6 Months Ended	12 Months Ended			6 Months Ended		6 Months Ended
	Jun. 30, 2011 Graham Packaging Company Inc. USD ($)	Jun. 30, 2011 Graham Packaging Company Inc. USD ($)	Jun. 30, 2011 Vogel & Noot Holding AG USD ($)	Jun. 30, 2011 Vogel & Noot Holding AG USD ($)	Jun. 30, 2011 Vogel & Noot Holding AG USD ($) Year	Dec. 31, 2010 Vogel & Noot Holding AG USD ($)	Mar. 01, 2011 Vogel & Noot Holding AG USD ($) Person Investment	Mar. 01, 2011 Vogel & Noot Holding AG EUR (€)	Jun. 30, 2011 Vogel & Noot Holding AG Customer relationships Year	Mar. 01, 2011 Vogel & Noot Holding AG Customer relationships USD ($)	Jun. 30, 2011 Vogel & Noot Holding AG Trade name Year	Mar. 01, 2011 Vogel & Noot Holding AG Trade name USD ($)	Mar. 01, 2011 DGS S.A. USD ($)	Mar. 01, 2011 DGS S.A. Customer relationships USD ($)
Business Acquisition [Line Items]
Termination fee of merger agreement	$ 39,500,000	$ 39,500,000
Number of facilities throughout Central and Eastern Europe							12	12
Total purchase price, net of cash acquired							292,700,000	212,400,000					20,700,000
Total purchase price, payable in the future							49,000,000	35,600,000
Acquired goodwill							54,925,000						8,100,000
Total purchase price payable, payment date							2012-03	2012-03
Number of employees of acquired entity							1,600	1,600
Annual net sales of acquired entity						310,000,000
Increase in goodwill value					3,300,000
Acquired property, plant and equipment, useful life in years					35
Acquired intangible assets							22,732,000			19,300,000		3,400,000		2,900,000
Acquired intangible assets, useful life in years									20		10
Net sales of acquired entity			75,400,000		100,400,000
Pre-tax negative impact from inventory write-up as a result of purchase accounting of acquisition				$ 5,500,000

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation

Note 12.   Stock-Based Compensation

We currently have one stock-based compensation plan in effect, under which we have issued options and restricted stock units to our officers, other key employees and outside directors.  During the first six months of 2011, 18,900 restricted stock units were granted to certain of our officers and key employees.  The fair value of these restricted stock units at the grant date was $0.7 million, which is being amortized ratably over the five-year vesting period from the grant date.  In addition, in the first quarter of 2011, a performance award for 120,000 restricted stock units was granted to one of our officers, which award is subject to forfeiture unless certain performance criteria for the year ended December 31, 2011 is achieved.  These restricted stock units vest at the conclusion of the three-year period from the grant date.  The fair value of these restricted stock units at the grant date was $4.4 million, which is being amortized ratably over the three-year vesting period from the grant date.

In June 2011, we granted 6,738 restricted stock units to non-employee members of our Board of Directors, which vest in full one year from the date of grant.  The fair value of these restricted stock units at the date of grant was $0.3 million.

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories

Note 5.    Inventories

Inventories consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Raw materials	$	172,186		$	106,273		$	133,594
Work-in-process		122,771			86,936			83,375
Finished goods		502,579			436,800			276,578
Other		13,887			12,539			13,938
		811,423			642,548			507,485
Adjustment to value inventory
at cost on the LIFO method		(68,949	)		(78,904	)		(68,949	)
	$	742,474		$	563,644		$	438,536

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2011

Basis of Presentation

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

The Condensed Consolidated Balance Sheet at December 31, 2010 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Recently Issued Accounting Pronouncement

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

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Term Loans Mature on July 28, 2017 and Payable in Installments (Detail) In Thousands	Jun. 30, 2011 U.S. USD ($)	Jun. 30, 2011 Euro EUR (€)	Jun. 30, 2011 Canadian CAD
Debt Instrument [Line Items]
2013	$ 78,000	€ 50,250	12,150
2014	78,000	50,250	12,150
2015	104,000	67,000	16,200
2016	104,000	67,000	16,200
2017	$ 156,000	€ 100,500	24,300

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Business Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Reportable Business Segment Information

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

	Metal				Plastic
	Containers(1)		Closures		Containers		Corporate			Total
	(Dollars in thousands)
Three Months Ended June 30, 2011
Net sales	$	482,258	$	184,538	$	155,428	$	-		$	822,224
Depreciation and amortization(2)		20,160		8,604		11,191		424			40,379
Rationalization charges		1,378		317		674		-			2,369
Segment income from operations(3) (4)		42,874		22,681		4,512		24,395			94,462
Three Months Ended June 30, 2010
Net sales	$	378,063	$	165,773	$	150,013	$	-		$	693,849
Depreciation and amortization(2)		16,881		6,929		11,573		419			35,802
Rationalization charges		314		-		395		-			709
Segment income from operations		44,034		23,955		3,969		(4,900	)		67,058
Six Months Ended June 30, 2011
Net sales	$	872,742	$	344,580	$	307,990	$	-		$	1,525,312
Depreciation and amortization(2)		37,983		16,720		22,308		847			77,858
Rationalization charges		1,378		1,392		1,331		-			4,101
Segment income from operations(3) (4)		81,238		38,498		10,827		17,542			148,105
Six Months Ended June 30, 2010
Net sales	$	753,115	$	309,819	$	294,951	$	-		$	1,357,885
Depreciation and amortization(2)		33,602		14,059		22,738		838			71,237
Rationalization charges		314		-		2,449		-			2,763
Segment income from operations(5)		90,424		35,050		6,874		(8,584	)		123,764

(1)   Our metal containers segment includes the operations formerly categorized as metal food containers and the VN operations acquired in March 2011.

(2)   Depreciation and amortization excludes amortization of debt discount and issuance costs of $0.8 million and $0.6 million for the three months ended June 30, 2011 and 2010, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2011 and 2010, respectively.

(3)   Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

(4)   Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

(5)   Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

Reconciliation of Income Before Income Taxes from Operational Segment Income

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

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Total segment income from operations	$	94,462	$	67,058	$	148,105	$	123,764
Interest and other debt expense		16,446		11,971		30,385		24,506
Income before income taxes	$	78,016	$	55,087	$	117,720	$	99,258

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Treasury Stock
Beginning Balance at Dec. 31, 2009	$ 685,762	$ 435	$ 173,176	$ 628,234	$ (55,601)	$ (60,482)
Beginning Balance (in shares) at Dec. 31, 2009		38,284
Comprehensive income:
Net income	63,036			63,036
Changes in net prior service credit and actuarial losses, net of tax provision of ($1,526) in 2011 and ($1,606) in 2010	2,486				2,486
Change in fair value of derivatives, net of tax provision of ($1,074) in 2011 and net of tax benefit of $76 in 2010	(138)				(138)
Foreign currency translation, net of tax benefit of $12,818 in 2011 and net of tax provision of ($10,948) in 2010	(17,334)				(17,334)
Comprehensive income	48,050
Dividends declared on common stock	(16,342)			(16,342)
Stock compensation expense	3,023		3,023
Stock option exercises, including tax benefit of $679 in 2011 and $166 in 2010 (in shares)		15
Stock option exercises, including tax benefit of $679 in 2011 and $166 in 2010	323		323
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $1,700 in 2011 and $330 in 2010 (in shares)		47
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $1,700 in 2011 and $330 in 2010	(872)		(556)			(316)
Two-for-one stock split, net of treasury shares of 5,171 (in shares)		38,332
Two-for-one stock split, net of treasury shares of 5,171		435	(435)
Ending Balance at Jun. 30, 2010	719,944	870	175,531	674,928	(70,587)	(60,798)
Ending Balance (in shares) at Jun. 30, 2010		76,678
Beginning Balance at Dec. 31, 2010	553,599	873	183,524	740,923	(63,026)	(308,695)
Beginning Balance (in shares) at Dec. 31, 2010		69,876
Comprehensive income:
Net income	77,320			77,320
Changes in net prior service credit and actuarial losses, net of tax provision of ($1,526) in 2011 and ($1,606) in 2010	2,479				2,479
Change in fair value of derivatives, net of tax provision of ($1,074) in 2011 and net of tax benefit of $76 in 2010	1,483				1,483
Foreign currency translation, net of tax benefit of $12,818 in 2011 and net of tax provision of ($10,948) in 2010	14,146				14,146
Comprehensive income	95,428
Dividends declared on common stock	(15,600)			(15,600)
Stock compensation expense	4,742		4,742
Stock option exercises, including tax benefit of $679 in 2011 and $166 in 2010 (in shares)		46
Stock option exercises, including tax benefit of $679 in 2011 and $166 in 2010	1,073		1,073
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $1,700 in 2011 and $330 in 2010 (in shares)		216
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $1,700 in 2011 and $330 in 2010	(3,119)		(613)			(2,506)
Ending Balance at Jun. 30, 2011	$ 636,123	$ 873	$ 188,726	$ 802,643	$ (44,918)	$ (311,201)
Ending Balance (in shares) at Jun. 30, 2011		70,138

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2011

Initial Allocated Fair Value of Assets Acquired and Liabilities Assumed

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands):

Trade accounts receivable	$	81,626
Inventories		93,050
Property, plant and equipment		212,465
Other intangible assets		22,732
Other assets		3,374
Trade accounts payable and accrued liabilities		(56,516	)
Debt		(80,601	)
Other liabilities		(87,367	)
Total identifiable net assets		188,763
Goodwill		54,925
Cash paid at closing, net of cash acquired	$	243,688

Unaudited Pro Forma Financial Information

Unaudited pro forma financial information:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
	(Dollars in thousands, except per share data)
Net sales	$	822,224	$	761,859	$	1,570,831	$	1,494,239
Net income	$	53,589	$	39,507	$	81,625	$	63,571
Earnings per share:
Basic net income per share	$	0.76	$	0.52	$	1.17	$	0.83
Diluted net income per share	$	0.76	$	0.51	$	1.16	$	0.82

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Dividends - Additional Information (Detail) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2011	Mar. 31, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Dividends Payable [Line Items]
Cash dividend paid, per share amount	$ 0.11	$ 0.11	$ 0.11	$ 0.22	$ 0.21
Dividends paid on common stock				$ 15,600,000	$ 16,342,000
Dividend declaration date				Aug. 05, 2011
Cash dividend declared per share amount	$ 0.11			$ 0.11
Cash dividend payable date				Sep. 15, 2011
Dividend payable, date of record for common stock holders				Sep. 01, 2011
Expected dividend payment amount	$ 7,800,000			$ 7,800,000

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Accumulated Other Comprehensive (Loss) Income (Tables)

6 Months Ended

Jun. 30, 2011

Amounts Included in Accumulated Other Comprehensive (Loss) Income

Amounts included in accumulated other comprehensive (loss) income, net of tax, consisted of the following:

	June 30,			June 30,			Dec. 31,
	2011			2010			2010
	(Dollars in thousands)
Foreign currency translation	$	31,422		$	4,758		$	17,276
Change in fair value of derivatives		(5,212	)		(8,033	)		(6,695	)
Unrecognized net periodic pension and
other postretirement benefit costs:
Net prior service credit		6,238			6,647			6,391
Net actuarial loss		(77,366	)		(73,959	)		(79,998	)
Accumulated other comprehensive loss	$	(44,918	)	$	(70,587	)	$	(63,026	)

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Significant Accounting Policies

Note 1.    Significant Accounting Policies

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

The Condensed Consolidated Balance Sheet at December 31, 2010 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

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

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Dividends

6 Months Ended

Jun. 30, 2011

Dividends

Note 10.   Dividends

In each of March and June 2011, we paid a quarterly cash dividend on our common stock of $0.11 per share, as approved by our Board of Directors.  The aggregate cash payments related to these dividends totaled $15.6 million.

On August 5, 2011, our Board of Directors declared a quarterly cash dividend on our common stock of $0.11 per share, payable on September 15, 2011 to holders of record of our common stock on September 1, 2011.  The cash payment related to this dividend is expected to be $7.8 million.

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Rationalization Reserves Included in the Condensed Consolidated Balance Sheets (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Restructuring Cost and Reserve [Line Items]
Accrued liabilities	$ 9,970	$ 11,273	$ 1,911
Other liabilities			2,779
Restructuring Reserve	$ 9,970	$ 11,273	$ 4,690

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Subsequent Event

6 Months Ended

Jun. 30, 2011

Subsequent Event

Note 14.   Subsequent Event

On July 28, 2011, we completed the refinancing of our previous senior secured credit facility with the Credit Agreement.  See Note 6 for further information.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Current assets:
Cash and cash equivalents	$ 127,546	$ 175,226	$ 52,079
Trade accounts receivable, net	431,425	214,443	306,067
Inventories	742,474	438,536	563,644
Prepaid expenses and other current assets	54,463	36,290	17,167
Total current assets	1,355,908	864,495	938,957
Property, plant and equipment, net	1,085,390	849,720	842,879
Goodwill	397,829	324,763	291,724
Other intangible assets, net	97,001	72,054	53,867
Other assets, net	71,544	64,986	55,479
Assets, Total	3,007,672	2,176,018	2,182,906
Current liabilities:
Revolving loans and current portion of long-term debt	146,602	13,949	88,372
Trade accounts payable	274,959	288,858	213,175
Accrued payroll and related costs	73,026	68,387	67,307
Accrued liabilities	171,855	52,914	54,041
Total current liabilities	666,442	424,108	422,895
Long-term debt	1,345,827	890,725	760,465
Other liabilities	359,280	307,586	279,602
Stockholders' equity:
Common stock	873	873	870
Paid-in capital	188,726	183,524	175,531
Retained earnings	802,643	740,923	674,928
Accumulated other comprehensive loss	(44,918)	(63,026)	(70,587)
Treasury stock	(311,201)	(308,695)	(60,798)
Total stockholders' equity	636,123	553,599	719,944
Liabilities and Equity, Total	$ 3,007,672	$ 2,176,018	$ 2,182,906

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Inventories (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Schedule of Inventory [Line Items]
Raw materials	$ 172,186	$ 133,594	$ 106,273
Work-in-process	122,771	83,375	86,936
Finished goods	502,579	276,578	436,800
Other	13,887	13,938	12,539
Inventory, Gross, Total	811,423	507,485	642,548
Adjustment to value inventory at cost on the LIFO method	(68,949)	(68,949)	(78,904)
Inventories	$ 742,474	$ 438,536	$ 563,644

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Reconciliation of Income Before Income Taxes from Operational Segment Income (Detail) (USD $) In Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010	Jun. 30, 2011		Jun. 30, 2010
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total segment income from operations	$ 94,462	[1],[2]	$ 67,058	$ 148,105	[1],[2]	$ 123,764	[3]
Interest and other debt expense	16,446		11,971	30,385		24,506
Income before income taxes	$ 78,016		$ 55,087	$ 117,720		$ 99,258

[1] Income from operations for corporate includes income of $27.0 million and $25.2 million for the three and six months ended June 30, 2011, respectively, for proceeds received as a result of the termination of the Graham Packaging merger agreement, net of costs associated with certain corporate development activities.

[2] Income from operations of the metal containers segment includes a charge for the resolution of a past product liability dispute of $3.3 million for the three and six months ended June 30, 2011.

[3] Income from operations for the closures segment includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations to the devalued official Bolivar exchange rate.

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Treasury Stock - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2011
Equity, Class of Treasury Stock [Line Items]
Treasury shares issued	349,071
Issuance of treasury shares, average cost per share	$ 6.63
Repurchase of common stock, shares	132,310
Repurchase of common stock, average cost per share	$ 36.42
Shares held in treasury	17,209,721

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Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended	1 Months Ended	6 Months Ended
	Jun. 30, 2011 Restricted stock units Year	Jun. 30, 2011 Restricted stock units Non Employee Director	Jun. 30, 2011 Performance Based Restricted Units Year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted in shares	18,900	6,738	120,000
Restricted stock units, vesting period (in years)		1Y	3Y
Fair value of restricted stock units	$ 0.7	$ 0.3	$ 4.4
Restricted stock units, period of amortization (in years)	5		3

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Long-Term Debt (Detail) In Thousands	Jun. 30, 2011 USD ($)	Dec. 31, 2010 USD ($)	Jun. 30, 2010 USD ($)	Jun. 30, 2011 Bank debt USD ($)	Dec. 31, 2010 Bank debt USD ($)	Jun. 30, 2010 Bank debt USD ($)	Jun. 30, 2011 Bank debt Revolving loans USD ($)	Jun. 30, 2010 Bank debt Revolving loans USD ($)	Jun. 30, 2011 Bank debt Revolving loans U.S. USD ($)	Jun. 30, 2011 Bank debt Revolving loans Euro USD ($)	Jun. 30, 2011 Bank debt Revolving loans Euro EUR (€)	Jun. 30, 2011 Bank debt Term loans U.S. USD ($)	Dec. 31, 2010 Bank debt Term loans U.S. USD ($)	Jun. 30, 2010 Bank debt Term loans U.S. USD ($)	Jun. 30, 2011 Bank debt Term loans Canadian USD ($)	Dec. 31, 2010 Bank debt Term loans Canadian USD ($)	Jun. 30, 2010 Bank debt Term loans Canadian USD ($)	Jun. 30, 2011 Bank debt Term loans Euro USD ($)	Dec. 31, 2010 Bank debt Term loans Euro USD ($)	Jun. 30, 2010 Bank debt Term loans Euro USD ($)	Jun. 30, 2011 Bank debt Revolving and term loans Other foreign USD ($)	Dec. 31, 2010 Bank debt Revolving and term loans Other foreign USD ($)	Jun. 30, 2010 Bank debt Revolving and term loans Other foreign USD ($)	Jun. 30, 2011 7 1/4% Senior Notes USD ($)	Dec. 31, 2010 7 1/4% Senior Notes USD ($)	Jun. 30, 2010 7 1/4% Senior Notes USD ($)	Jun. 30, 2010 6 3/4% Senior Subordinated Notes USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 1,492,429	$ 904,674	$ 848,837	$ 1,247,612	$ 660,262	$ 404,814	$ 462,839	$ 76,000				$ 400,000	$ 400,000	$ 81,765	$ 82,296	$ 81,000	$ 78,214	$ 179,812	$ 165,313	$ 156,463	$ 122,665	$ 13,949	$ 12,372	$ 244,817	$ 244,412	$ 244,023	$ 200,000
Less current portion	146,602	13,949	88,372				40,700														105,900
Long-term debt, noncurrent	$ 1,345,827	$ 890,725	$ 760,465				$ 422,100		$ 120,000	$ 302,100	€ 210,000