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

FORM SD
Specialized Disclosure Report


SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)

Delaware
 
000-22117
 
 
06-1269834
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
 
(I.R.S. Employer Identification No.)


 
4 Landmark Square
 
 
Stamford, Connecticut 06901
 
 
(Address of principal executive offices)
 


 
Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
(203) 975-7110
 
 
(Name and telephone number, including area code, of the person to contact in connection with this report.)
 


Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x Rule 13p-1 under the Securities and Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

 


Section 1 – Conflict Minerals Disclosure

Item 1.01.
Conflict Minerals Disclosure and Report

Silgan Holdings Inc. (which may be referenced as “Silgan,” “it,” “we,” “us” or “our”) manufactures rigid packaging for shelf-stable food and other consumer goods products. In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “SEC Rule”), we conducted a reasonable country of origin inquiry (“RCOI”) to assess whether “conflict minerals” (in the form of tin, tantalum, tungsten and gold) necessary to the functionality or production of products we manufactured or contracted to manufacture in 2014 originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”).

Silgan’s RCOI and Results

Silgan’s product lines during 2014 were as follows:

•
Steel and aluminum containers for human and pet food and general line products;
•
Metal, composite (metal and plastic) and plastic closures for food and beverage products, and capping/sealing equipment and detection systems; and
•
Custom design plastic containers for various consumer goods products.
    
Based on the results of our RCOI, we have reason to believe that some of the necessary conflict minerals contained in the electronic components of our capping/sealing equipment and detection systems product line for 2014 may have originated in the Covered Countries and may not be from recycled or scrap sources. Silgan was therefore required to conduct due diligence on the source and chain of custody of these conflict minerals and prepare a Conflict Minerals Report, filed as Exhibit 1.01 hereto.

Conflict Minerals Disclosure

A copy of the Conflict Minerals Report filed for the calendar year ended December 31, 2014 is publicly available on our internet website at www.silganholdings.com/formsdandconflictmineralsreport.

Item 1.02.
Exhibit

The Conflict Minerals Report for the calendar year ended December 31, 2014 is filed as Exhibit 1.01 hereto.


Section 2 – Exhibits

Item 2.01.
Exhibits
 
 
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

 
 
 


2
 


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

 
 
 
 
 
 
Date: June 1, 2015
 
 
 
 
 
 
By:
/s/ Frank W. Hogan, III                 
 
Name:
Frank W. Hogan, III
 
Title:
Senior Vice President, General
 
 
Counsel and Secretary
 
 
 
 
 
 



3





EXHIBIT 1.01



CONFLICT MINERALS REPORT OF SILGAN HOLDINGS INC. IN ACCORDANCE WITH
RULE 13P-1 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

  
This Conflict Minerals Report for the year ended December 31, 2014 is presented by Silgan Holdings Inc. (which may be referenced as “Silgan,” “it,” “we,” “us” or “our”) to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended. Because Silgan has reason to believe that “conflict minerals” in the form of tin, tantalum, tungsten and/or gold necessary to the functionality or production of products it manufactured or contracted to manufacture in 2014 may have originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively, the “Covered Countries”) and were not from recycled or scrap sources, Silgan undertook due diligence measures to seek to determine the source and chain of custody of these minerals. This report describes the design, implementation and results of Silgan’s due diligence.

I.
Design of Silgan’s Due Diligence Program

We took steps to design our due diligence program to conform, in all material respects, with the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas, as further set forth in the specific guidance for downstream companies contained in the Supplement on Tin, Tantalum and Tungsten and the Supplement for Gold (collectively, the “OECD Guidance”). Silgan’s due diligence program design accordingly reflects its efforts to address the following elements of the OECD Guidance: (1) establishment of strong company management systems; (2) identification and assessment of risk in the supply chain; (3) design and implementation of a strategy to respond to identified risks; (4) support of independent auditing programs for smelters and refiners (collectively, “facilities”); and (5) annual reporting on Silgan’s supply chain due diligence.

II.
Due Diligence Measures Undertaken for 2014 Products

Silgan undertook the following due diligence measures in support of its efforts to determine the source and chain of custody of necessary conflict minerals contained in Silgan’s 2014 products.

Silgan established strong company management systems.
 
•
Silgan established a Conflict Minerals Program Team composed of representatives from Silgan’s Legal, Regulatory Compliance and Purchasing departments across several of its business groups. Representatives from the Conflict Minerals Program Team coordinated, as necessary, and provided updates to Silgan senior management.
•
During 2014, we implemented an internal approach to conflict minerals, which reflects our commitment to non-conflict sourcing, to guide our communications with suppliers and other interested parties regarding our approach to conflict minerals.
•
We negotiated non-conflict sourcing provisions in our supplier contracts as they were initiated or renewed.
•
Silgan maintained a company grievance mechanism through which employees or other individuals may report concerns to Silgan senior management.







•
We maintained a system of supply chain transparency to identify the direct suppliers in our supply chain that may source necessary conflict minerals from the Covered Countries for use in materials for our products. This system included a process to identify suppliers of materials for our products and an outreach to these suppliers using a questionnaire (the “Questionnaire”) that we developed using the Conflict Minerals Reporting Template (“CMRT”) published by the Conflict- Free Sourcing Initiative (“CFSI”).

Silgan identified and assessed risk in the supply chain.
 
•
Silgan used the Questionnaire to request information regarding the presence of conflict minerals in its products and whether such conflict minerals were sourced from the Covered Countries.
•
Representatives from our Conflict Minerals Program Team sent the Questionnaire to our direct suppliers of materials for our products and collected responses from these suppliers.
•
Silgan representatives then followed up with direct suppliers who failed to respond or whose responses were not reasonably complete.
•
We reviewed the information collected through the completed Questionnaires to identify the direct suppliers who indicated that they potentially sourced conflict minerals from one of the Covered Countries.

Silgan designed and implemented a process to respond to identified risks.

•
Silgan engaged in follow-up communications with direct suppliers who provided it with information indicating that such suppliers were engaged in an RCOI that had not been completed or who indicated they may be sourcing conflict minerals from the Covered Countries. In certain instances, we also engaged in follow-up communications with direct suppliers who indicated they had insufficient information to determine the origin of conflict minerals they sourced.
•
In addition, for any direct suppliers whose responses raised questions regarding facilities that may have processed conflict minerals from the Covered Countries, the Questionnaire requested additional information regarding such suppliers’ conflict minerals policies and due diligence processes.
•
With respect to such facilities as to which questions were raised, the Questionnaire requested information on the due diligence practices of these facilities, including whether the facilities were on the CFSI conflict-free smelter list, which supports the validation and certification of smelters as conflict free and is sponsored by the Electronic Industry Citizenship Coalition and the Global e-Sustainability Initiative.
•
We reported the information we gathered through these steps to Silgan senior management.

Silgan’s efforts in support of independent facility auditing programs.

•
Silgan supports independent facility auditing programs through our internal approach to conflict minerals, which we formulated in 2013. This internal approach reflects our commitment to non-conflict sourcing and our expectation that our direct suppliers work to ensure conflict minerals contained in materials they supply to us are sourced from facilities that have been verified by an independent auditing program such as the Conflict-Free Smelter Program established by the CFSI.
•
During the course of our due diligence measures and our review of the results, we also continued to review facility participation in these programs in greater detail.








2


Silgan prepared an annual report.
 
•
By filing our Form SD and this Conflict Minerals Report for the calendar year ended December 31, 2014, Silgan has completed its annual report on conflict minerals due diligence for such year.

III.
Results of Due Diligence

In the responses to the Questionnaire, nearly all of our direct suppliers of materials for our steel and aluminum container, metal, composite and plastic closure and custom design plastic container product lines reported one of the following: (1) that conflict minerals were not present in the materials; (2) that they did not source conflict minerals contained in the materials from the Covered Countries; or (3) conflict minerals sourced from the Covered Countries were sourced from conflict–free smelters. These responses were consistent with Silgan’s understanding of the content of materials provided to it. Accordingly, Silgan had no knowledge or reason to believe that products in our steel and aluminum container, metal, composite and plastic closure and custom design plastic container product lines contained conflict minerals necessary to the functionality or production thereof that originated in the Covered Countries that were sourced from non-CFSI compliant smelters.

We identified the following product line that we manufactured or contracted to manufacture during 2014 and that contained, or may have contained, conflict minerals necessary to the functionality or production thereof that we have reason to believe may have originated in the Covered Countries:

•
Capping/sealing equipment and detection systems.

Our due diligence did not provide information sufficient for us to confirm whether the necessary conflict minerals likely contained in certain materials (i.e., the electronic components) for this product line originated in the Covered Countries. We further were unable to determine the conflict status of these minerals.

Based on the results of our due diligence for our 2014 products, Silgan has insufficient knowledge of and is unable to provide information about the facilities used to process conflict minerals necessary to the functionality or production of products for this product line, the countries of origin of these conflict minerals or the efforts in the upstream supply chain to determine the mine or location of origin of these conflict minerals.

IV.
Efforts to Improve Silgan’s Due Diligence Program in 2015

During 2015, Silgan is undertaking or plans to undertake the following efforts to improve its due diligence program.

•
Continue to engage with direct suppliers to ensure that their responses to our conflict minerals inquiries are reasonably complete.
•
Continue to request that our direct suppliers use the Questionnaire based on CFSI’s CMRT to request conflict minerals information from their supply chains and provide conflict minerals information to Silgan.
•
Encourage participation in an independent facility auditing program by any facilities identified to us by direct suppliers as potentially in the conflict minerals supply chain for our products.

 


3
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Silgan Charts.
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Silgan Charts.