10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-1004

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

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 1-11846

AptarGroup, Inc.

DELAWARE	36-3853103
(State of Incorporation)	(I.R.S. Employer Identification No.)

475 WEST TERRA COTTA AVENUE, SUITE E, CRYSTAL LAKE, ILLINOIS 60014

815-477-0424

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 þ No o

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 þ  No  o

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a 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 þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

Class	Outstanding at October 29, 2013
Common Stock, $.01 par value per share	65,853,245 shares

AptarGroup, Inc.

Form 10-Q

Quarter Ended September 30, 2013

INDEX

Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2013 and 2012	1
	Condensed Consolidated Statements of Comprehensive Income/ (Loss) – Three and Nine Months Ended September 30, 2013 and 2012	2
	Condensed Consolidated Balance Sheets – September 30, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Changes in Equity – Nine Months Ended September 30, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25
Part II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 6.	Exhibits	26
	Signature	27

i

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

In thousands, except per share amounts

Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net Sales	$	623,644		$	589,598		$	1,882,718		$	1,759,599
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	424,011			407,368			1,273,848			1,198,663
Selling, research & development and administrative	86,917			80,094			269,335			256,433
Depreciation and amortization	37,222			35,248			112,007			100,399
Restructuring initiatives	2,180			--			8,758			(215		)
	550,330			522,710			1,663,948			1,555,280
Operating Income	73,314			66,888			218,770			204,319
Other Income (Expense):
Interest expense	(4,841		)	(4,721		)	(15,364		)	(13,867		)
Interest income	576			335			2,271			2,157
Equity results of affiliates	(286		)	(229		)	(609		)	(518		)
Miscellaneous, net	(437		)	753			(1,070		)	(247		)
	(4,988		)	(3,862		)	(14,772		)	(12,475		)
Income before Income Taxes	68,326			63,026			203,998			191,844
Provision for Income Taxes	23,094			20,925			68,908			64,278
Net Income	$	45,232		$	42,101		$	135,090		$	127,566
Net Loss Attributable to Noncontrolling Interests	$	32		$	26		$	5		$	56
Net Income Attributable to AptarGroup, Inc.	$	45,264		$	42,127		$	135,095		$	127,622
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	$	0.68		$	0.63		$	2.04		$	1.92
Diluted	$	0.67		$	0.62		$	1.98		$	1.86
Average Number of Shares Outstanding:
Basic	66,092			66,541			66,222			66,439
Diluted	67,986			68,353			68,273			68,711
Dividends per Common Share	$	0.25		$	0.22		$	0.75		$	0.66

See accompanying unaudited notes to condensed consolidated financial statements.

1

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/ (LOSS)

(Unaudited)

In thousands, except per share amounts

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013			2012
Net Income	$	45,232	$	42,101	$	135,090		$	127,566
Other Comprehensive Income/(Loss):
Foreign currency translation adjustments	45,344		19,027		16,282			(9,795		)
Changes in treasury locks, net of tax	9		14		39			194
Net loss on derivatives, net of tax	--		--		--			(7		)
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax	61		59		183			180
Amortization of net loss included in net income, net of tax	1,039		683		3,111			2,054
Total defined benefit pension plan, net of tax	1,100		742		3,294			2,234
Total other comprehensive income/(loss)	46,453		19,783		19,615			(7,374		)
Comprehensive Income	91,685		61,884		154,705			120,192
Comprehensive Loss/(Income) Attributable To Noncontrolling Interests	30		21		(2		)	56
Comprehensive Income Attributable to AptarGroup, Inc.	$	91,715	$	61,905	$	154,703		$	120,248

See accompanying unaudited notes to condensed consolidated financial statements.

2

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except per share amounts

	September 30,			December 31,
	2013			2012
Assets
Current Assets:
Cash and equivalents	$	247,851		$	229,755
Accounts and notes receivable, less allowance for doubtful accounts of $4,780 in 2013 and $6,751 in 2012	439,016			396,788
Inventories	349,690			321,885
Prepaid and other	109,091			90,505
	1,145,648			1,038,933
Property, Plant and Equipment:
Buildings and improvements	378,451			364,704
Machinery and equipment	1,941,744			1,857,347
	2,320,195			2,222,051
Less: Accumulated depreciation	(1,486,234		)	(1,397,575		)
	833,961			824,476
Land	23,872			23,757
	857,833			848,233
Other Assets:
Investments in affiliates	3,177			3,693
Goodwill	355,316			351,552
Intangible assets, net	49,757			51,960
Miscellaneous	16,641			30,041
	424,891			437,246
Total Assets	$	2,428,372		$	2,324,412

See accompanying unaudited notes to condensed consolidated financial statements.

3

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except per share amounts

	September 30,			December 31,
	2013			2012
Liabilities and Stockholders’ Equity
Current Liabilities:
Notes payable	$	76,811		$	45,166
Current maturities of long-term obligations	899			29,488
Accounts payable and accrued liabilities	402,632			380,669
	480,342			455,323
Long-Term Obligations	355,185			352,860
Deferred Liabilities and Other:
Deferred income taxes	30,393			33,451
Retirement and deferred compensation plans	95,031			95,872
Deferred and other non-current liabilities	6,578			6,408
Commitments and contingencies	--			--
	132,002			135,731
Stockholders’ Equity:
AptarGroup, Inc. stockholders’ equity
Preferred stock, $.01 par value, 1 million shares authorized, none outstanding	--			--
Common stock, $.01 par value, 199 million shares authorized; 85.2 and 84.1 million shares issued as of September 30, 2013 and December 31, 2012, respectively	852			840
Capital in excess of par value	485,733			430,210
Retained earnings	1,598,979			1,513,558
Accumulated other comprehensive income	80,291			60,683
Less treasury stock at cost, 19.4 and 18.2 million shares as of September 30, 2013 and December 31, 2012, respectively	(705,622		)	(625,401		)
Total AptarGroup, Inc. Stockholders’ Equity	1,460,233			1,379,890
Noncontrolling interests in subsidiaries	610			608
Total Stockholders’ Equity	1,460,843			1,380,498
Total Liabilities and Stockholders’ Equity	$	2,428,372		$	2,324,412

See accompanying unaudited notes to condensed consolidated financial statements.

4

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

In thousands, except per share amounts

	AptarGroup, Inc. Stockholders’ Equity
				Accumulated
				Other			Common					Capital in		Non-
	Retained			Comprehensive			Stock		Treasury			Excess of		Controlling			Total
	Earnings			Income/(Loss)			Par Value		Stock			Par Value		Interest			Equity
Balance – December 31, 2011:	$	1,409,388		$	60,318		$	827	$	(545,612	)	$	364,855	$	796		$	1,290,572
Net income (loss)	127,622													(56		)	127,566
Foreign currency translation adjustments				(9,795		)											(9,795		)
Changes in unrecognized pension gains/losses and related amortization, net of tax				2,234													2,234
Changes in treasury locks, net of tax				194													194
Net loss on derivatives, net of tax				(7		)											(7		)
Stock option exercises & restricted stock vestings							10		3			52,235					52,248
Cash dividends declared on common stock	(43,830		)														(43,830		)
Treasury stock purchased									(40,896		)						(40,896		)
Balance – September 30, 2012:	$	1,493,180		$	52,944		$	837	$	(586,505	)	$	417,090	$	740		$	1,378,286
Balance – December 31, 2012:	$	1,513,558		$	60,683		$	840	$	(625,401	)	$	430,210	$	608		$	1,380,498
Net income (loss)	135,095													(5		)	135,090
Foreign currency translation adjustments				16,275										7			16,282
Changes in unrecognized pension gains/losses and related amortization, net of tax				3,294													3,294
Changes in treasury locks, net of tax				39													39
Stock option exercises & restricted stock vestings							12		1			55,523					55,536
Cash dividends declared on common stock	(49,674		)														(49,674		)
Treasury stock purchased									(80,222		)						(80,222		)
Balance – September 30, 2013:	$	1,598,979		$	80,291		$	852	$	(705,622	)	$	485,733	$	610		$	1,460,843

See accompanying unaudited notes to condensed consolidated financial statements.

5

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

In thousands, brackets denote cash outflows

Nine Months Ended September 30,	2013			2012
Cash Flows from Operating Activities:
Net income	$	135,090		$	127,566
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	108,259			98,501
Amortization	3,748			1,898
Stock based compensation	11,538			10,773
Provision for doubtful accounts	(516		)	(327		)
Deferred income taxes	(5,612		)	(3,644		)
Defined benefit plan expense	14,531			10,855
Equity in results of affiliates in excess of cash distributions received	609			518
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable	(42,531		)	(14,365		)
Inventories	(27,168		)	(11,819		)
Prepaid and other current assets	(15,416		)	6,342
Accounts payable and accrued liabilities	8,544			(2,963		)
Income taxes payable	10,312			4,716
Retirement and deferred compensation plans	(18,717		)	(19,260		)
Other changes, net	11,850			(11,273		)
Net Cash Provided by Operations	194,521			197,518
Cash Flows from Investing Activities:
Capital expenditures	(110,350		)	(133,016		)
Disposition of property and equipment	2,207			2,430
Acquisition of business, net of cash acquired	--			(187,840		)
Investment in unconsolidated affiliate	(13		)	(279		)
Notes receivable, net	(159		)	7
Net Cash Used by Investing Activities	(108,315		)	(318,698		)
Cash Flows from Financing Activities:
Proceeds/(Repayments) from notes payable	31,908			(166,911		)
Proceeds from long-term obligations	--			125,029
Repayments of long-term obligations	(25,491		)	--
Dividends paid	(49,674		)	(43,830		)
Credit facility costs	(498		)	(1,470		)
Proceeds from stock option exercises	38,368			35,239
Purchase of treasury stock	(80,222		)	(40,896		)
Excess tax benefit from exercise of stock options	5,058			6,006
Net Cash Used by Financing Activities	(80,551		)	(86,833		)
Effect of Exchange Rate Changes on Cash	12,441			4,684
Net Increase/(Decrease) in Cash and Equivalents	18,096			(203,329		)
Cash and Equivalents at Beginning of Period	229,755			377,616
Cash and Equivalents at End of Period	$	247,851		$	174,287

See accompanying unaudited notes to condensed consolidated financial statements.

6

AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in Thousands, Except per Share Amounts, or Otherwise Indicated)

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of AptarGroup, Inc. and its subsidiaries.  The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated.  Certain previously reported amounts have been reclassified to conform to the current period presentation.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented.  The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.  Also, certain financial position data included herein was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 but does not include all disclosures required by accounting principles generally accepted in the United States of America.  Accordingly, these unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB’s Accounting Standards Codification.

In February 2013, the FASB issued authoritative guidance that amends the presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The guidance requires footnote disclosures regarding the changes in accumulated other comprehensive income by component and the line items affected in the statements of earnings. The adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 5 of the Notes to the Condensed Consolidated Financial Statements.

In January 2013, the FASB issued authoritative guidance requiring new asset and liability offsetting disclosures for derivatives, repurchase agreements and security lending transactions to the extent that they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement. We do not have any repurchase agreements and do not participate in securities lending transactions. Our derivative instruments are not offset in the financial statements. Accordingly, the adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure.  Additional information can be found in Note 6 of the Notes to the Condensed Consolidated Financial Statements.

INCOME TAXES

The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where the income is earned.  The income tax rates imposed by these taxing authorities may vary substantially.  Taxable income may differ from pretax income for financial accounting purposes.  To the extent that these differences create differences between the tax basis of an asset or liability and its reported amount in the financial statements, an appropriate provision for deferred income taxes is made.

In its determination of which foreign earnings are permanently reinvested in foreign operations, the Company considers numerous factors, including the financial requirements of the U.S. parent company and those of its foreign subsidiaries, the U.S. funding needs for dividend payments and stock repurchases, and the tax consequences of remitting earnings to the U.S.  From this analysis, current year repatriation decisions are made in an attempt to provide a proper mix of debt and shareholder capital both within the U.S. and for non-U.S. operations.  The Company’s policy is to permanently reinvest its accumulated foreign earnings and only will make a distribution out of current year earnings to meet the cash needs at the parent company.  As such, the Company does not provide taxes on earnings that are deemed to be permanently reinvested.  The effective tax rate for 2013 includes the tax cost of repatriating $77 million of current year earnings, all of which was repatriated in the first half of 2013.

The Company provides a liability for the amount of tax benefits realized from uncertain tax positions.  This liability is provided whenever the Company determines that a tax benefit will not meet a more-likely-than-not threshold for recognition.  See Note 13 of the Notes to the Condensed Consolidated Financial Statements for more information.

NOTE 2 - INVENTORIES

At September 30, 2013 and December 31, 2012, approximately 19% of the total inventories are accounted for by using the LIFO method.  Inventories, by component, consisted of:

7

	September 30,			December 31,
	2013			2012
Raw materials	$	113,673		$	125,889
Work in process	109,062			75,261
Finished goods	134,575			127,393
Total	357,310			328,543
Less LIFO Reserve	(7,620		)	(6,658		)
Total	$	349,690		$	321,885

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill since the year ended December 31, 2012 are as follows by reporting segment:

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other			Total
Goodwill	$	179,890	$	153,978	$	17,684	$	1,615		$	353,167
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of December 31, 2012	$	179,890	$	153,978	$	17,684	$	--		$	351,552
Acquisition	--		--		--		--			--
Foreign currency exchange effects	66		3,560		138		--			3,764
Goodwill	$	179,956	$	157,538	$	17,822	$	1,615		$	356,931
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of September 30, 2013	$	179,956	$	157,538	$	17,822	$	--		$	355,316

The table below shows a summary of intangible assets as of September 30, 2013 and December 31, 2012.

		September 30, 2013							December 31, 2012
Weighted Average		Gross							Gross
Amortization		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Period (Years)		Amount		Amortization			Value		Amount		Amortization			Value
Amortized intangible assets:
Patents	7	$	20,033	$	(19,542	)	$	491	$	19,570	$	(18,894	)	$	676
Acquired technology	15	39,906		(3,325		)	36,581		38,928		(1,298		)	37,630
License agreements and other	5	36,089		(23,404		)	12,685		35,780		(22,126		)	13,654
Total intangible assets	10	$	96,028	$	(46,271	)	$	49,757	$	94,278	$	(42,318	)	$	51,960

Aggregate amortization expense for the intangible assets above for the quarters ended September 30, 2013 and 2012 was $1,266 and $1,232, respectively.  Aggregate amortization expense for the intangible assets above for the nine months ended September 30, 2013 and 2012 was $3,748 and $1,898, respectively.

Future estimated amortization expense for the years ending December 31 is as follows:

2013	$	1,260	(remaining estimated amortization for 2013)
2014	4,966
2015	4,786
2016	4,141
2017	3,505
2018 and thereafter	31,099

Future amortization expense may fluctuate depending on changes in foreign currency rates.  The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2013.

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NOTE 4 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans						Foreign Plans
Three months ended September 30,	2013			2012			2013			2012
Service cost	$	2,135		$	1,831		$	974		$	573
Interest cost	1,248			1,247			668			660
Expected return on plan assets	(1,443		)	(1,422		)	(454		)	(371		)
Amortization of net loss	1,276			978			353			116
Amortization of prior service cost	--			1			93			88
Net periodic benefit cost	$	3,216		$	2,635		$	1,634		$	1,066

	Domestic Plans						Foreign Plans
Nine months ended September 30,	2013			2012			2013			2012
Service cost	$	6,405		$	5,443		$	2,902		$	1,601
Interest cost	3,744			3,706			1,991			1,935
Expected return on plan assets	(4,331		)	(4,227		)	(1,353		)	(1,138		)
Amortization of net loss	3,827			2,907			1,053			355
Amortization of prior service cost	2			3			278			270
Net periodic benefit cost	$	9,647		$	7,832		$	4,871		$	3,023

EMPLOYER CONTRIBUTIONS

In order to meet or exceed minimum funding levels required by U.S. law, the Company contributed $10 million during the third quarter and the first nine months of 2013 and does not expect to make any contribution to the U.S. plan in the last quarter of 2013.  The Company expects to contribute approximately $4.3 million to its foreign defined benefit plans in 2013 and has contributed approximately $2.0 million during the first nine months of 2013.

NOTE 5 — ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

Changes in Accumulated Other Comprehensive Income by Component:

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance – December 31, 2011	$	100,593		$	(39,907	)	$	(368	)	$	60,318
Other comprehensive loss before reclassifications	(9,795		)	--			--			(9,795		)
Amounts reclassified from accumulated other comprehensive income	--			2,234			187			2,421
Net current-period other comprehensive (loss)/income	(9,795		)	2,234			187			(7,374		)
Balance - September 30, 2012	$	90,798		$	(37,673	)	$	(181	)	$	52,944
Balance – December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications	16,275			--			--			16,275
Amounts reclassified from accumulated other comprehensive income	--			3,294			39			3,333
Net current-period other comprehensive income	16,275			3,294			39			19,608
Balance - September 30, 2013	$	136,372		$	(55,954	)	$	(127	)	$	80,291

9

Reclassifications Out of Accumulated Other Comprehensive Income:

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Three months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	1,629		$	1,094		(a)
Amortization of prior service cost	93			89			(a)
	1,722			1,183			Total before tax
	(622		)	(441		)	Tax benefit
	$	1,100		$	742		Net of tax
Other
Changes in treasury locks	14			22			Interest Expense
	14			22			Total before tax
	(5		)	(8		)	Tax benefit
	$	9		$	14		Net of tax
Total reclassifications for the period	$	1,109		$	756

(a)These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Nine months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	4,880		$	3,262		(b)
Amortization of prior service cost	280			273			(b)
	5,160			3,535			Total before tax
	(1,866		)	(1,301		)	Tax benefit
	$	3,294		$	2,234		Net of tax
Other
Changes in treasury locks	60			67			Interest Expense
Net loss on derivatives	--			(10		)	Interest Income
	60			57			Total before tax
	(21		)	130			Tax benefit
	$	39		$	187		Net of tax
Total reclassifications for the period	$	3,333		$	2,421

(b)These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

NOTE 6 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company maintains a foreign exchange risk management policy designed to establish a framework to protect the value of the Company’s non-functional denominated transactions from adverse changes in exchange rates.  Sales of the Company’s products can be denominated in a currency different from the currency in which the related costs to produce the product are denominated.  Changes in exchange rates on such inter-country sales or intercompany loans can impact the Company’s results of operations.  The Company’s policy is not to engage in speculative foreign currency hedging activities, but to minimize its net foreign currency transaction exposure defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency.  The Company may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks.

For derivative instruments designated as hedges, the Company formally documents the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness.  Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s operations are located outside of the United States.  Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of the Company’s foreign entities.  A weakening U.S. dollar relative to foreign currencies has an additive translation effect on the Company’s financial condition and results of operations.  Conversely, a strengthening U.S. dollar has a dilutive effect.  The Company in some cases maintains debt in these subsidiaries to offset the net asset exposure.  The Company does not otherwise actively manage this risk using derivative financial instruments.  In the event the Company plans on a full or partial liquidation of

10

any of its foreign subsidiaries where the Company’s net investment is likely to be monetized, the Company will consider hedging the currency exposure associated with such a transaction.

OTHER

As of September 30, 2013, the Company has recorded the fair value of foreign currency forward exchange contracts of $3.5 million in prepaid and other, $31 thousand in miscellaneous other assets, $0.8 million in accounts payable and accrued liabilities, and $0.2 million in deferred and other non-current liabilities in the balance sheet.  All forward exchange contracts outstanding as of September 30, 2013 had an aggregate contract amount of $160 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2013

and December 31, 2012

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2013		December 31, 2012
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	3,530	$	332
Foreign Exchange Contracts	Miscellaneous Other Assets	31		982
		$	3,561	$	1,314
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	838	$	2,097
Foreign Exchange Contracts	Deferred and other non-current liabilities	163		164
		$	1,001	$	2,261

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Quarters Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,894	$	(81	)
		$	2,894	$	(81	)

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Nine Months Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,851	$	(1,316	)
		$	2,851	$	(1,316	)

				Net Amounts		Gross Amounts not Offset in the
			Gross Amounts	Presented in		Statement of Financial Position
	Gross		Offset in the	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
2013
Derivative Assets	$	3,561	--	$	3,561	--	--	$	3,561
Total Assets	$	3,561	--	$	3,561	--	--	$	3,561
Derivative Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
Total Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
2012
Derivative Assets	$	1,314	--	$	1,314	--	--	$	1,314
Total Assets	$	1,314	--	$	1,314	--	--	$	1,314
Derivative Liabilities	$	2,261	--	$	2,261	--	--	$	2,261
Total Liabilities	$	2,261	--	$	2,261	--	--	$	2,261

11

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company, in the normal course of business, is subject to a number of lawsuits and claims both actual and potential in nature including the proceeding noted below.  While management believes the resolution of these claims and lawsuits will not have a material adverse effect on the Company’s financial position or results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur that could include amounts in excess of any accruals which management has established.  Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.

In 2010, a competitor filed a lawsuit against certain AptarGroup, Inc. subsidiaries alleging that certain processes performed by a supplier of a specific type of diptube utilized by the AptarGroup, Inc. subsidiaries in the manufacture of a specific type of pump infringes patents owned by the counterparty.  This lawsuit sought an injunction barring the manufacture, use, sale and importation of this specific pump for use in fragrance containers.  In April 2012, the Company’s United States subsidiary was found to have infringed on patents owned by the counterparty within the United States.  The ruling does not apply to the manufacture or sales of pumps in countries outside the United States and no damages were assessed.  The Company appealed this ruling to the Federal Circuit Court which has sent the case back to the District Court for trial on the question of whether the patents are obvious and not enforceable.

Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity.  The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers liability insurance policy that covers a portion of its exposure.  As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.  The Company has no liabilities recorded for these agreements as of September 30, 2013.

NOTE 8 — STOCK REPURCHASE PROGRAM

During the three and nine months ended September 30, 2013, the Company repurchased approximately 600 thousand and 1.4 million shares for aggregate amounts of $35.6 million and $80.2 million, respectively.  The timing of and total amount expended for share repurchases depends upon market conditions.  The Company announced the existing repurchase program on July 19, 2011 and on July 18, 2013 the Company’s Board of Directors authorized the Company to repurchase an additional four million shares of its outstanding common stock.  There is no expiration date for these repurchase programs.  As of September 30, 2013, the Company had remaining authorization to repurchase 4.6 million additional shares.

NOTE 9 — EARNINGS PER SHARE

AptarGroup’s authorized common stock consists of 199 million shares, having a par value of $.01 each.  Information related to the calculation of earnings per share is as follows:

	Three months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	45,264	$	45,264	$	42,127	$	42,127
Average equivalent shares
Shares of common stock	66,092		66,092		66,541		66,541
Effect of dilutive stock based compensation
Stock options	1,887		--		1,804		--
Restricted stock	7		--		8		--
Total average equivalent shares	67,986		66,092		68,353		66,541
Net income per share	$	0.67	$	0.68	$	0.62	$	0.63

12

	Nine months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	135,095	$	135,095	$	127,622	$	127,622
Average equivalent shares
Shares of common stock	66,222		66,222		66,439		66,439
Effect of dilutive stock based compensation
Stock options	2,041		--		2,259		--
Restricted stock	10		--		13		--
Total average equivalent shares	68,273		66,222		68,711		66,439
Net income per share	$	1.98	$	2.04	$	1.86	$	1.92

NOTE 10 — SEGMENT INFORMATION

The Company operates in the packaging components industry, which includes the development, manufacture and sale of consumer product dispensing systems.  The Company is organized into three reporting segments.  Operations that sell dispensing systems primarily to the beauty, personal care, and home care markets form the Beauty + Home segment.  Operations that sell dispensing systems primarily to the prescription drug and consumer health care markets form the Pharma segment.  Operations that sell dispensing systems primarily to the food and beverage markets form the Food + Beverage segment.  The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Financial information regarding the Company’s reportable segments is shown below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Total Revenue:
Beauty + Home	$	379,250		$	362,077		$	1,125,261		$	1,115,766
Pharma	172,360			156,044			524,248			429,278
Food + Beverage	75,531			75,245			244,434			226,751
Total Revenue	627,141			593,366			1,893,943			1,771,795
Less: Intersegment Sales:
Beauty + Home	$	3,199		$	3,601		$	10,754		$	10,855
Pharma	90			(56		)	178			156
Food + Beverage	208			223			293			1,185
Total Intersegment Sales	$	3,497		$	3,768		$	11,225		$	12,196
Net Sales:
Beauty + Home	$	376,051		$	358,476		$	1,114,507		$	1,104,911
Pharma	172,270			156,100			524,070			429,122
Food + Beverage	75,323			75,022			244,141			225,566
Net Sales	$	623,644		$	589,598		$	1,882,718		$	1,759,599
Segment Income (1):
Beauty + Home	$	30,943		$	30,050		$	85,697		$	96,569
Pharma	44,737			34,194			141,154			104,676
Food + Beverage	7,688			9,611			28,102			24,142
Restructuring Initiatives and Related Depreciation	(2,664		)	--			(10,257		)	215
Corporate & Other	(8,113		)	(6,443		)	(27,605		)	(22,048		)
Income before interest and taxes	$	72,591		$	67,412		$	217,091		$	203,554
Interest expense, net	(4,265		)	(4,386		)	(13,093		)	(11,710		)
Income before income taxes	$	68,326		$	63,026		$	203,998		$	191,844

(1)The Company evaluates performance of its business units and allocates resources based upon segment income.  Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and related depreciation, and income taxes. Restructuring Initiatives and Related Depreciation includes the following income/(expense) items for the three and nine months ended September 30, 2013 as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013			2012
European Restructuring Plan
Depreciation	$	484	$	--	$	1,499		$	--
Employee Severance and Other Costs	2,180		--		8,802			--
Prior Year Initiatives	--		--		(44		)	(215		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	2,664	$	--	$	10,280		$	(105	)
Pharma	--		--		--			--
Food + Beverage	--		--		(23		)	(110		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)

13

NOTE 11 — ACQUISITIONS

On July 3, 2012, the Company completed its acquisition of Rumpler - Technologies S.A., together with its direct and indirect subsidiaries (“Stelmi”).  Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris.  The Company acquired all of the shares of Stelmi.  The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.  The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable	23,540
Inventories	16,826
Prepaid and other	3,256
Property, plant and equipment	42,073
Goodwill	111,031
Intangible assets	47,134
Other miscellaneous assets	6,092
Liabilities
Current maturities of long-term obligations	675
Accounts payable and accrued liabilities	26,064
Long-term obligations	885
Deferred income taxes	22,440
Retirement and deferred compensation plans	12,049
Net assets acquired	$	256,174

The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Customer relationships	15	$	7,438
Technology	15	37,191
Trademark	4	2,505
Total		$	47,134

Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of leveraging the Company’s commercial presence in selling the Stelmi line of products in markets where Stelmi didn’t previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually.  We do not expect that any of the goodwill will be deductible for tax purposes.

The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011.  The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory.  The pro forma results do not include any synergies or other expected benefits of the acquisition.  Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

14

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$	623,644	$	589,598	$	1,882,718	$	1,823,660
Net Income Attributable to AptarGroup, Inc.	45,264		44,628		135,103		138,839
Net Income per common share - basic	0.68		0.67		2.04		2.09
Net Income per common share - diluted	0.67		0.65		1.98		2.02

NOTE 12 — STOCK-BASED COMPENSATION

The Company issues stock options and restricted stock units to employees under Stock Awards Plans approved by shareholders.  Stock options are issued to non-employee directors for their services as directors under Director Stock Option Plans approved by shareholders.  Options are awarded with the exercise price equal to the market price on the date of grant and generally become exercisable over three years and expire 10 years after grant.  Restricted stock units generally vest over three years.

Compensation expense recorded attributable to stock options for the first nine months of 2013 was approximately $11.5 million ($7.7 million after tax).  The income tax benefit related to this compensation expense was approximately $3.8 million.  Approximately $10.2 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.  Compensation expense recorded attributable to stock options for the first nine months of 2012 was approximately $10.8 million ($7.2 million after tax).  The income tax benefit related to this compensation expense was approximately $3.6 million.  Approximately $9.6 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.

The Company uses historical data to estimate expected life and volatility.  The weighted-average fair value of stock options granted under the Stock Awards Plans was $10.16 and $10.35 per share in 2013 and 2012, respectively.  These values were estimated on the respective dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Awards Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.8	%	1.8	%
Expected Stock Price Volatility	22.7	%	22.9	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

The fair value of stock options granted under the Director Stock Option Plan was $10.89 and $10.59 per share during the first nine months of 2013 and 2012, respectively.  These values were estimated on the respective date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Director Stock Option Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.9	%	1.7	%
Expected Stock Price Volatility	23.0	%	22.5	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

A summary of option activity under the Company’s stock option plans as of September 30, 2013, and changes during the nine months then ended is presented below:

	Stock Awards Plans					Director Stock Option Plans
				Weighted Average					Weighted Average
	Shares			Exercise Price		Shares			Exercise Price
Outstanding, January 1, 2013	7,879,197			$	37.27	276,667			$	45.48
Granted	1,385,300			51.83		85,500			56.49
Exercised	(1,249,180		)	28.60		(48,333		)	43.11
Forfeited or expired	(47,399		)	47.24		--			--
Outstanding at September 30, 2013	7,967,918			$	41.10	313,834			$	48.85
Exercisable at September 30, 2013	5,396,418			$	36.26	146,001			$	42.05
Weighted-Average Remaining Contractual Term (Years):
Outstanding at September 30, 2013	6.3					7.8
Exercisable at September 30, 2013	5.1					6.4
Aggregate Intrinsic Value ($000):
Outstanding at September 30, 2013	$	151,630				$	3,541
Exercisable at September 30, 2013	$	128,807				$	2,640
Intrinsic Value of Options Exercised ($000) During the Nine Months Ended:
September 30, 2013	$	33,123				$	732
September 30, 2012	$	34,674				$	937

15

The grant date fair value of options vested during the nine months ended September 30, 2013 and 2012 was $12.9 million and $12.1 million, respectively.  Cash received from option exercises was approximately $38.4 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $7.9 million in the nine months ended September 30, 2013.  As of September 30, 2013, the remaining valuation of stock option awards to be expensed in future periods was $12.0 million and the related weighted-average period over which it is expected to be recognized is 1.5 years.

The fair value of restricted stock unit grants is the market price of the underlying shares on the grant date.  A summary of restricted stock unit activity as of September 30, 2013, and changes during the period then ended is presented below:

			Weighted-Average
	Shares		Grant-Date Fair Value
Nonvested at January 1, 2013	25,862		$	48.76
Granted	12,448		54.92
Vested	(12,629	)	45.20
Nonvested at September 30, 2013	25,681		$	53.49

Compensation expense recorded attributable to restricted stock unit grants for the first nine months of 2013 and 2012 was approximately $574 thousand and $438 thousand, respectively.  The fair value of units vested during the nine months ended September 30, 2013 and 2012 was $571 thousand and $316 thousand, respectively.  The intrinsic value of units vested during the nine months ended September 30, 2013 and 2012 was $661 thousand and $448 thousand, respectively.  As of September 30, 2013 there was $611 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.5 years.

NOTE 13 — INCOME TAX UNCERTAINTIES

The Company had approximately $8.4 million and $8.5 million recorded for income tax uncertainties as of September 30, 2013 and December 31, 2012, respectively.  The $0.1 million change in income tax uncertainties was primarily the result of the expiration of the statute of limitations in several jurisdictions.  The amount, if recognized, that would impact the effective tax rate is $8.0 and $8.1 million, respectively.  The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $5 million in the next twelve months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

NOTE 14 — FAIR VALUE

Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

·Level 1:  Unadjusted quoted prices in active markets for identical assets and liabilities.

·Level 2:  Observable inputs other than those included in Level 1.  For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

·Level 3:  Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

As of September 30, 2013, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	3,561	$	--	$	3,561	$	--
Total assets at fair value	$	3,561	$	--	$	3,561	$	--
Liabilities
Forward exchange contracts (a)	$	1,001	$	--	$	1,001	$	--
Total liabilities at fair value	$	1,001	$	--	$	1,001	$	--

As of December 31, 2012, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	1,314	$	--	$	1,314	$	--
Total assets at fair value	$	1,314	$	--	$	1,314	$	--
Liabilities
Forward exchange contracts (a)	$	2,261	$	--	$	2,261	$	--
Total liabilities at fair value	$	2,261	$	--	$	2,261	$	--

16

(a)   Market approach valuation technique based on observable market transactions of spot and forward rates

The carrying amounts of the Company’s other current financial instruments such as cash and equivalents, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument.  The Company considers its long-term obligations a Level 2 liability and utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities.  The estimated fair value of the Company’s long-term obligations was $370 million as of September 30, 2013 and $382 million as of December 31, 2012.

NOTE 15 — RESTRUCTURING INITIATIVE

On November 1, 2012, the Company announced a plan to optimize certain capacity in Europe.  Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup is transferring and consolidating production capacity involving twelve facilities.  One facility has closed and another is expected to close by the end of 2013. These closures will impact approximately 170 employees.  The locations involved in the plan are facilities that are serving the beauty, personal care, food, beverage, and consumer health care markets.  The total costs associated with the plan are estimated to be approximately €14 million (approximately $19 million using current exchange rates) of which approximately €3 million (approximately $4 million using current exchange rates) relates to non-cash expenses and are included in depreciation and amortization in the Condensed Consolidated Statements of Income.  The cumulative expense incurred to date is $15.2 million.  As of September 30, 2013 we have recorded the following activity associated with our plan:

	Beginning		Net Charges for							Ending
	Reserve at		the Nine Months							Reserve at
	12/31/12		Ended 9/30/13		Cash Paid			FX Impact		9/30/13
Employee severance	$	3,158	$	6,735	$	(6,136	)	$	95	$	3,852
Other costs	--		2,067		(2,072		)	5		--
Totals	$	3,158	$	8,802	$	(8,208	)	$	100	$	3,852

In addition to the above charges, $1.5 million of accelerated depreciation was incurred in the first nine months of 2013.  This amount is included within depreciation and amortization in the Condensed Consolidated Statements of Income.

17

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR OTHERWISE INDICATED)

RESULTS OF OPERATIONS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	68.0		69.1		67.7		68.1
Selling, research & development and administrative	13.9		13.6		14.3		14.6
Depreciation and amortization	6.0		6.0		5.9		5.7
Restructuring initiatives	0.3		--		0.5		--
Operating Income	11.8		11.3		11.6		11.6
Other expense	(0.8	)	(0.6	)	(0.8	)	(0.7	)
Income before income taxes	11.0		10.7		10.8		10.9
Net income	7.3	%	7.1	%	7.2	%	7.2	%
Effective Tax Rate	33.8	%	33.2	%	33.8	%	33.5	%

NET SALES

We reported net sales of $623.6 million for the quarter ended September 30, 2013, 6% above third quarter 2012 reported net sales of $589.6 million.  The average U.S. dollar exchange rate weakened relative to the Euro.  However, Latin American currencies, such as the Brazilian Real and Argentine Peso, continue to devalue significantly compared to both the Euro and U.S. dollar.  Overall, the net change in currency rates positively impacted consolidated sales in the quarter by 2%.  Excluding changes in foreign currency rates, sales increased by 4% in the third quarter of 2013 compared to the third quarter of 2012.

For the first nine months of 2013, we reported net sales of $1.9 billion, 7% above the first nine months of 2012 reported net sales of $1.8 billion. Stelmi, which was acquired in July of 2012, reported sales for the first six months of 2013 of $74.0 million which contributed 4% to the reported increase in the first nine month’s sales.  The year-to-date average U.S. dollar exchange rate weakened relative to the Euro but was offset by strengthening of the U.S. dollar compared to other foreign currencies, such as the Brazilian Real and Argentine Peso.  This resulted in a 1% positive impact from changes in exchange rates on our reported sales growth.  Excluding acquisitions and changes in foreign currency rates, sales increased 2% in the first nine months of 2013 compared to the first nine months of 2012.

For further discussion on net sales by reporting segment, please refer to the segment analysis of net sales and segment income on the following pages.

The following table sets forth, for the periods indicated, net sales by geographic location:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2013		% of Total		2012		% of Total		2013		% of Total		2012		% of Total
Domestic	$	152,213	25	%	$	168,584	29	%	$	478,686	26	%	$	506,214	29	%
Europe	357,891		57	%	312,910		53	%	1,076,695		57	%	944,230		54	%
Other Foreign	113,540		18	%	108,104		18	%	327,337		17	%	309,155		17	%
	$	623,644			$	589,598			$	1,882,718			$	1,759,599

COST OF SALES (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION SHOWN BELOW)

Our cost of sales as a percent of net sales decreased to 68.0% in the third quarter of 2013 compared to 69.1% in the same period a year ago.  Cost of sales in the prior year include approximately $3.8 million of inventory fair value adjustments related to the acquisition of Stelmi.  Excluding this adjustment, 2012 cost of sales represented 68.5% of net sales.  The remaining decrease is partially due to increased sales volumes in our core Pharma segment and the incremental sales related to our Stelmi acquisition.  This positively impacts our cost of sales percentage as margins on our pharmaceutical products typically are higher than the overall Company average.  Increases in resin of $3.1 million and unfavorable foreign currency transaction effects (primarily in Latin America) were offset by cost savings initiatives and lower tooling sales.  Traditionally, sales of custom tooling generate lower margins than our regular product sales; thus, a decrease in sales of custom tooling positively impacted cost of sales as a percentage of sales.

In the first nine months of 2013, cost of sales as a percent of net sales decreased slightly to 67.7% compared to 68.1% in the same period a year ago.  As discussed above, this decrease is mainly due to the fair value inventory adjustment related to

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the acquisition of Stelmi in the third quarter of 2012 and the incremental sales volumes related to our Pharma segment, which carry a higher margin than the overall Company average.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our Selling, Research & Development and Administrative expenses (“SG&A”) increased by approximately $6.8 million in the third quarter of 2013 compared to the same period a year ago.  Excluding changes in foreign currency rates, SG&A increased by approximately $5.1 million in the quarter.  This increase is due in part to additional personnel costs and professional fees related to our North American enterprise system rollouts and the related organizational structure.  Also, we recognized some additional personnel costs at our Aptar Stelmi operation to support future growth of this business.  SG&A as a percentage of net sales increased to 13.9% compared to 13.6% in the same period of the prior year due primarily to the increase in expenses noted above.

SG&A increased by approximately $12.9 million in the first nine months of 2013 compared to the same period a year ago.  Excluding changes in foreign currency rates, SG&A increased by approximately $11.4 million in the first nine months of the year.  We recorded Stelmi operational expenses of $9.9 million in the first half of 2013 while $6.0 million of professional fees related to the acquisition of Stelmi were recorded in 2012.  The remaining increase is due to additional personnel costs and professional fees related to our North American enterprise system rollouts and Aptar Stelmi operations mentioned above along with an increase in personnel costs and stock compensation expenses due to higher substantive vesting requirements in the first quarter of 2013.  SG&A as a percentage of net sales decreased to 14.3% in the first nine months of 2013 compared to 14.6% in the first nine months of 2012 primarily due to higher sales in 2013.

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased by approximately $2.0 million in the third quarter of 2013 compared to the same period a year ago.  Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $1.0 million in the quarter compared to the same period a year ago.  Approximately $0.5 million is depreciation related to our European restructuring plan.  The remaining increase is related to the additional investments in our new products, especially in the Food + Beverage segment, along with continued roll-out of our global enterprise resource planning system.  Depreciation and amortization as a percentage of net sales remained constant at 6.0% in the third quarter of 2013 compared to the same period a year ago.

For the nine months of 2013, reported depreciation and amortization expenses increased by approximately $11.6 million compared to the first nine months of 2012.  Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $10.6 million in the first nine months.  Incremental Stelmi depreciation and amortization for the first six months of 2013 represented $4.8 million of this increase while the accelerated depreciation on certain corporate assets and the European restructuring plan represented $3.0 million.  The additional investments in our business referred to above make up the remaining increase.  Excluding acquisitions, depreciation and amortization as a percentage of net sales increased slightly to 5.9% compared to 5.7% for the same period a year ago.

RESTRUCTURING INITIATIVES

On November 1, 2012, the Company announced a plan to optimize certain capacity in Europe.  Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup is transferring and consolidating production capacity involving twelve facilities.  Under the plan, one facility has closed and another is expected to close by the end of 2013.  These closures will impact approximately 170 employees.  During the three and nine months ended September 30, 2013, we recognized $2.2 million and $8.8 million of restructuring expenses, respectively, along with the $0.5 million and $1.5 million of accelerated depreciation of assets, respectively, mentioned above.  Using current exchange rates, we expect to recognize approximately $3 million in additional costs, most of which will be incurred in the fourth quarter of 2013.  Savings from the plan are expected to be approximately €9 million (approximately $12 million using current exchange rates) on an annualized basis the majority of which will begin in 2014.

OPERATING INCOME

Operating income increased approximately $6.4 million in the third quarter of 2013 to $73.3 million compared to $66.9 million in the same period in the prior year.  Excluding changes in currency rates, operating income increased by approximately $4.7 million in the quarter.  2013 results include the negative impact of the European restructuring plan charges of $2.7 million while the 2012 results were negatively impacted by $3.8 million of fair value adjustments that were recorded for the acquisition date Stelmi inventory as discussed above. Excluding restructuring initiatives and Stelmi fair value adjustments, operating income increased by $5.3 million.  The primary reason for the increase in operating income over the prior year is sales growth in our Pharma and Beauty + Home segments.  Reported operating income as a percentage of net sales increased to 11.8% in the third quarter of 2013 compared to 11.3% for the same period in the prior year.

Operating income increased approximately $14.5 million in the first nine months of 2013 to $218.8 million compared to $204.3 million in the same period in the prior year.  Excluding changes in currency rates, operating income increased by approximately $11.8 million in the first nine months of 2013.  2013 results include the positive impact of Stelmi, which had operating income of $14.4 million in the first six months of 2013.  2013 was also negatively impacted by the European restructuring plan charges of $10.3 million while the 2012 results were negatively impacted by $6.0 million of expense related to

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Stelmi acquisition costs and $3.8 million of fair value adjustments that were recorded for the acquisition date Stelmi inventory as mentioned above. Excluding acquisitions and restructuring costs, operating income increased slightly by $0.6 million which is due to sales growth across all three of our segments.  Reported operating income as a percentage of sales remained constant at 11.6% in the first nine months of 2013 compared to the same period in the prior year.

NET OTHER EXPENSE

Net other expenses in the third quarter of 2013 increased to $5.0 million from $3.9 million in the same period in the prior year.  This increase is mainly due to increased costs associated with hedges in place to mitigate our foreign currency exposure on cross border transactions.

Net other expenses for the nine months ended September 30, 2013 also increased to $14.8 million from $12.5 million in the same period in the prior year.  This increase is mainly due to increased interest expense and the costs of foreign currency hedges mentioned above.

EFFECTIVE TAX RATE

The reported effective tax rate was 33.8% for the three months ended September 30, 2013 compared to 33.2% for the same period ended September 30, 2012.  The reported effective tax rate was 33.8% for the nine months ended September 30, 2013 compared to 33.5% for the same period ended September 30, 2012.  The slight increases in the tax rates are attributable to higher tax rates in China and France, including withholding taxes on repatriated earnings from France, as well as the mix of earnings in higher tax countries.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup, Inc. of $45.3 million and $135.1 million in the three and nine months ended September 30, 2013, respectively, compared to $42.1 million and $127.6 million for the same periods in the prior year.

BEAUTY + HOME SEGMENT

Operations that sell dispensing systems primarily to the personal care, beauty and home care markets form the Beauty + Home segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$376,051		$358,476		$1,114,507		$1,104,911
Segment Income	30,943		30,050		85,697		96,569
Segment Income as a percentage of Net Sales	8.2	%	8.4	%	7.7	%	8.7	%

Net sales for the quarter ended September 30, 2013 increased 5% to $376.1 million compared to $358.5 million in the third quarter of the prior year.  Changes in foreign currency rates positively impacted reported sales by 1% for the quarter ended September 30, 2013.  Sales, excluding foreign currency changes, to the beauty market increased 5% while sales to the personal care market increased 4% in the third quarter of 2013 compared to the same period in the prior year. Geographically, sales increases in Europe, Asia and Latin America more than offset continued softness in the North American region.  Customer tooling sales, excluding foreign currency changes, decreased $1.8 million in the third quarter of 2013 to $9.1 million compared to $10.9 million in the third quarter of the prior year.  Increases in resin pass-throughs to our customers positively impacted sales by $0.8 million.

Net sales increased 1% in the first nine months of 2013 compared to the first nine months of the prior year.  Changes in foreign currency rates did not have a material impact on reported sales for the first nine months of 2013.  Sales of our products, excluding foreign currency changes, to the beauty market increased 1% while sales to the personal care market increased 2% in the first nine months of 2013 compared to the first nine months of 2012.  Geographically, increases in Europe, Asia and Latin America offset the softness in North America.  Customer tooling sales, excluding foreign currency changes, decreased in the first nine months of 2013 to $23.1 million compared to $31.9 million in the first nine months of the prior year.

Segment income for the third quarter of 2013 increased approximately 3% to $30.9 million compared to $30.1 million reported in the prior year.  Increased sales in Europe, Asia and Latin America were able to offset the higher labor costs and operational inefficiencies brought on by softness in the North American region.  Additional personnel costs and professional fees related to our North American enterprise system rollouts along with a $1.4 million increase in resin costs also negatively impacted segment income in the third quarter of 2013.

Segment income in the first nine months of 2013 decreased approximately 11% to $85.7 million compared to $96.6 million reported in the same period in the prior year.  We were negatively impacted by additional personnel costs and professional fees related to our North American enterprise system rollouts and the related organizational structure along with higher resin costs.

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PHARMA SEGMENT

Operations that sell dispensing systems and components to the prescription drug and consumer health care markets form the Pharma segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$172,270		$156,100		$524,070		$429,122
Segment Income	44,737		34,194		141,154		104,676
Segment Income as a percentage of Net Sales	26.0	%	21.9	%	26.9	%	24.4	%

Net sales for the Pharma segment increased by 10% in the third quarter of 2013 to $172.3 million compared to $156.1 million in the third quarter of 2012.  Sales, excluding changes in foreign currency rates, increased 7%.  Sales to the consumer health care market increased 21% due to strong nasal saline and nasal decongestant sales while sales, excluding foreign currency changes, to the injection market increased 27% driven by increased pricing and customer demand.  Sales to the prescription market decreased 4% primarily due to lower custom tooling sales compared to the prior year.

Net sales for the first nine months of 2013 increased approximately 22% to $524.1 million compared to $429.1 million in the first nine months of the prior year.  Stelmi sales were $74.0 million during the first half of 2013 and represented 17% of the increase.  Foreign currency changes had a positive impact of 2% on total segment sales.  Excluding acquisitions and changes in foreign currency rates, sales increased by 3% in the first nine months of 2013 compared to the first nine months of 2012.  Excluding acquisitions and foreign currency rate changes, sales to the prescription and consumer health care markets increased 2% and 7%, respectively, in the first nine months of 2013 compared to the same period in the prior year.  Decreases in the first quarter related to destocking of inventory by our customers serving the generic allergy market, especially in North America, and softness in the consumer health care market in Europe were more than offset by the increase in sales during the last six months.

Segment income in the third quarter of 2013 increased approximately 31% to $44.7 million compared to $34.2 million reported in the same period in the prior year.  Excluding $3.8 million of fair value adjustments related to Stelmi during the third quarter of 2012, segment income increased $6.7 million in the third quarter of 2013 compared to the third quarter of 2012.  This increase is mainly attributed to the higher sales to the consumer health care and injection markets along with better overhead absorption at our Pharma operating facilities.

Segment income in the first nine months of 2013 increased approximately 35% to $141.2 million compared to $104.7 million reported in the same period of the prior year.  Stelmi segment income was $14.5 million in the first six months of 2013.  We also reported the $6.0 million of acquisition fees and $3.8 million of fair value adjustments related to Stelmi during the first nine months of 2012.  Excluding Stelmi and the related acquisition fees, segment income increased $12.2 million in the first nine months of 2013 compared to the same period in the prior year.  This increase is attributed to the higher sales to the consumer health care and injection markets and the improved overhead absorption mentioned above.

FOOD + BEVERAGE SEGMENT

Operations that sell dispensing systems primarily to the food and beverage markets form the Food + Beverage segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$75,323		$75,022		$244,141		$225,566
Segment Income	7,688		9,611		28,102		24,142
Segment Income as a percentage of Net Sales	10.2	%	12.8	%	11.5	%	10.7	%

Net sales for the Food + Beverage segment for the quarter ended September 30, 2013 increased slightly to $75.3 million compared to $75.0 million in the third quarter of the prior year.  Sales, excluding changes in foreign currency rates, decreased 1%.  Excluding foreign currency changes, sales to the food market increased 4% while sales to the beverage market decreased 7%.  The beverage market decrease is mainly due to a decrease in custom tooling project sales, excluding foreign currency changes, of $2.3 million.  Increases in resin pass-throughs to our customers positively impacted sales by $1.0 million.

Net sales for the first nine months of 2013 increased approximately 8% to $244.1 million compared to $225.6 million in the first nine months of the prior year.  Excluding changes in foreign currency rates, sales increased 7%.  Sales, excluding foreign currency changes, to the food market increased 8% and sales to the beverage market increased approximately 7% in the first nine months of 2013 compared to the same period in the prior year.  The food increase is driven by tooling sales, which increased $2.8 million over the first nine months of 2012, and higher sales of our products into new application fields such as infant formula in North America.   The beverage increase is mainly due to increased product sales globally, especially in Asia, for the functional bottled water market.

Segment income in the third quarter of 2013 decreased approximately 20% to $7.7 million compared to $9.6 million during the same period in the prior year.  Segment income was negatively impacted by $1.7 million of resin cost increases along with lower tooling sales mentioned above, which more than offset the increases due to improved product sales.

Segment income in the first nine months of 2013 increased approximately 16% to $28.1 million compared to $24.1 million reported in the same period of the prior year.  Strong growth in product sales along with improved manufacturing productivity and cost absorption offset increased resin costs and contributed to the improvements in the first nine months of 2013 compared to the same period in the prior year.

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CORPORATE & OTHER

In addition to our three operating business segments, AptarGroup assigns certain costs to “Corporate & Other,” which is presented separately in Note 10 of the Notes to the Condensed Consolidated Financial Statements.  Corporate & Other primarily includes certain corporate compensation, professional fees, information system costs and LIFO inventory adjustments which are not allocated directly to our operating segments.  Corporate & Other expense increased to $8.1 million for the quarter ended September 30, 2013 compared to $6.4 million in the third quarter of the prior year mainly due higher professional fees and personnel costs as well as increased costs associated with hedges in place to support our foreign currency cross border transactions.

Corporate & Other expense in the first nine months of 2013 increased to $27.6 million compared to $22.0 million reported in the same period of the prior year.  The increase is mainly due to a $1.5 million adjustment for accelerated depreciation on certain corporate assets and increased costs associated with hedges in place to support our foreign currency cross border transactions.

FOREIGN CURRENCY

A significant number of our operations are located outside of the United States.  Because of this, movements in exchange rates may have a significant impact on the translation of the financial statements of our foreign entities.  Our primary foreign exchange exposure is to the Euro, but we also have foreign exchange exposure to the Brazilian Real, British Pound, Swiss Franc and South American and Asian currencies, among others.  We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain transactions and firm purchase and sales commitments denominated in foreign currencies.  A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements.  Conversely, a strengthening U.S. dollar has a dilutive effect.  In some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred.  Changes in exchange rates on such inter-country sales could materially impact our results of operations.

QUARTERLY TRENDS

Our results of operations in the second half of the year typically are negatively impacted by customer plant shutdowns in the summer months in Europe and plant shutdowns in December.  In the future, our results of operations in a quarterly period could be impacted by factors such as changes in product mix, changes in material costs, changes in growth rates in the industries to which our products are sold, recognition of equity based compensation expense for retirement eligible employees in the period of grant and changes in general economic conditions in any of the countries in which we do business.

We generally incur increased stock option expense in the first quarter compared with the rest of the fiscal year.  Our estimated stock option expense on a pre-tax basis (in $ millions) for 2013 compared to the prior year is as follows:

	2013		2012
First Quarter	$	6.5	$	5.8
Second Quarter	2.8		2.9
Third Quarter	2.2		2.1
Fourth Quarter (estimated for 2013)	2.2		1.9
	$	13.7	$	12.7

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations and our revolving credit facility.  Cash and equivalents increased to $247.9 million at September 30, 2013 from $229.8 million at December 31, 2012.  Total short and long-term interest bearing debt also increased in the first nine months of 2013 to $432.9 million from $427.5 million at December 31, 2012.  The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholder’s equity plus Net Debt) was 11.2% at the end of September 2013 compared to 12.5% at December 31, 2012.

In the first nine months of 2013, our operations provided approximately $194.5 million in cash flow compared to $197.5 million for the same period a year ago.  The decrease in cash provided by operations is primarily attributable to higher working capital requirements.

We used $108.3 million in cash for investing activities during the first nine months of 2013, compared to $318.7 million during the same period a year ago.  The decrease in cash used for investing activities is due primarily to the acquisition of Stelmi for $187.8 million in 2012 and a decrease in capital expenditures of $22.7 million in the first nine months of 2013 compared to the first nine months of 2012.  Cash outlays for capital expenditures for 2013 are estimated to be approximately $160 million but could vary due to changes in exchange rates as well as the timing of capital projects.  Capital expenditures related to our recently announced new facility to serve the Andean region are included in the 2013 estimate.  Capital expenditures associated with our recently announced expansion for our Aptar Stelmi facilities are expected to occur in 2014.

We used $80.6 million in cash for financing activities during the first nine months of 2013 compared to $86.8 million during the same period a year ago.  Increases in dividends paid and purchases of treasury stock were funded by an increase in short-term borrowing.  The decrease in cash used by financing activities is therefore due primarily to increased stock option exercises.

Our U.S. operations generate sufficient cash flows to fund their liquidity needs and do not depend on cash located outside of the U.S. for their operations.  Nevertheless, we are a dividend payer and have an active share repurchase program.  These two items are funded with operating cash flows from the U.S. and are supplemented by additional borrowings from our revolving

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credit facility and the repatriations of current year foreign earnings.  Specifically, in the U.S., we have an unsecured $300 million revolving line of credit  of which $240 million was unused and available as of September 30, 2013 and believe we have the ability to borrow additional funds should the need arise.  On January 31, 2013, we amended the revolving credit facility to, among other things, add a swingline loan sub-facility and extend the maturity date for the revolving credit facility by one year, to January 31, 2018.  To take advantage of low interest rates during the past year, we completed a $125 million private placement on September 5, 2012, consisting of $75 million of 10 year notes at an interest rate of 3.25% and $50 million of 12 year notes at an interest rate of 3.40%.

Our revolving credit facility and certain long-term obligations require us to satisfy certain financial and other covenants including:

	Requirement	Level at September 30, 2013
Debt to total capital ratio	Maximum of 55%	22.9%

Based upon the above debt to total capital ratio covenant we had the ability to borrow approximately an additional $1.4 billion at September 30, 2013 before the 55% requirement would be exceeded.

Our foreign operations have historically met cash requirements with the use of internally generated cash or borrowings.  These foreign subsidiaries have financing arrangements with several foreign banks to fund operations located outside the U.S., but all these lines are uncommitted.  Cash generated by foreign operations has generally been reinvested locally.  The majority of our $247.9 million in cash and equivalents is located outside of the U.S.  We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances.  The repatriation of non-U.S. cash balances from certain subsidiaries could have adverse tax consequences as we may be required to pay and record income tax expense on these funds.  Historically, the tax consequences associated with repatriating current year earnings to the U.S. has been between 10% and 14% of the repatriated amount.  We would not expect future impacts to be materially different.

We believe we are in a strong financial position and have the financial resources to meet business requirements in the foreseeable future.  We have historically used cash flow from operations as our primary source of liquidity.  Our primary uses of liquidity are to invest in equipment and facilities that are necessary to support our growth and to make acquisitions that will contribute to the achievement of our strategic objectives.  The acquisition of the Stelmi group was funded with cash available from our European operations.  In the event that customer demand would decrease significantly for a prolonged period of time and negatively impact cash flow from operations, we would have the ability to restrict and significantly reduce capital expenditure levels, as well as evaluate our acquisition strategy and dividend and share repurchase programs.  A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

On October 24, 2013, the Board of Directors declared a quarterly dividend of $0.25 per share payable on November 27, 2013 to stockholders of record as of November 6, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating leases expiring at various dates through the year 2029.  Most of the operating leases contain renewal options and certain equipment leases include options to purchase during or at the end of the lease term.  Other than operating lease obligations, we do not have any off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2012, the FASB amended the guidance on the annual testing of indefinite-lived intangible assets (other than goodwill) for impairment.  The amended guidance will allow companies to first assess qualitative factors to determine whether it is more-likely-than-not that an indefinite-lived intangible asset might be impaired and whether it is necessary to perform the quantitative impairment test required under current accounting standards.  This guidance will be effective for the Company’s fiscal year ending December 31, 2013, with early adoption permitted.  The Company does not believe that this new guidance will have a material impact on its consolidated financial statements.

In March 2013, the FASB issued guidance which permits an entity to release cumulative translation adjustments into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held. The guidance will be effective for the Company’s fiscal years beginning after December 15, 2013; however, early adoption is permitted.

In July 2013, the FASB amended guidance to allow the Federal Funds Effective Swap Rate (which is the Overnight Index Swap rate, or OIS rate, in the U.S.) to be designated as a benchmark interest rate for hedge accounting purposes under the derivatives and hedging guidance.  The amendments also allow for the use of different benchmark rates for similar hedges.  The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.  The initial adoption had no impact on our consolidated financial position and results of operation.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

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OUTLOOK

Looking to the fourth quarter, we expect core sales of each segment to grow over the prior year; however, earnings will be negatively impacted by continued soft conditions in the U.S. markets served by our Beauty + Home segment.  There is also pending French tax regulations that, if enacted before the end of the year, could result in a full-year retroactive tax adjustment that would negatively impact our fourth quarter results by as much as $0.09 per share.  Our guidance does not reflect this pending tax regulation and is based on an effective tax rate of approximately 30% which is comparable to last year’s fourth quarter effective tax rate.

AptarGroup expects earnings per share for the fourth quarter, before costs associated with the European restructuring plan, to be in the range of $0.62 to $0.67 per share compared to $0.57 per share reported in the prior year before costs associated with the restructuring plan.

FORWARD-LOOKING STATEMENTS

Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Liquidity and Capital Resources, Off Balance Sheet Arrangements, and Outlook sections of this Form 10-Q.  Words such as “expects,” “anticipates,” “believes,” “estimates,” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements.  Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs as well as assumptions made by and information currently available to us.  Accordingly, our actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment, including but not limited to:

·economic, environmental and political conditions worldwide;

·changes in customer and/or consumer spending levels;

·the cost of materials and other input costs (particularly resin, metal, anodization costs and transportation and energy costs);

·the availability of raw materials and components (particularly from sole sourced suppliers) as well as the financial viability of these suppliers;

·our ability to contain costs and improve productivity;

·the timing and successful completion of our European restructuring plan;

·our ability to successfully implement facility expansions and new facility projects, including the Stelmi expansion and Andean project;

·our ability to increase prices;

·significant fluctuations in foreign currency exchange rates;

·changes in capital availability or cost, including interest rate fluctuations;

·volatility of global credit markets;

·the timing and magnitude of capital expenditures;

·our ability to identify potential new acquisitions and to successfully acquire and integrate such operations or products;

·direct or indirect consequences of acts of war or terrorism;

·cybersecurity threats that could impact our networks and reporting systems;

·the impact of natural disasters and other weather-related occurrences;

·fiscal and monetary policy, including changes in worldwide tax rates, in particular pending French tax legislation;

·changes or difficulties in complying with government regulation;

·changing regulations or market conditions regarding environmental sustainability;

·work stoppages due to labor disputes;

·competition, including technological advances;

·our ability to protect and defend our intellectual property rights, as well as litigation involving intellectual property rights;

·the outcome of any legal proceeding that has been or may be instituted against us and others;

·our ability to meet future cash flow estimates to support our goodwill impairment testing;

·the demand for existing and new products;

·our ability to manage worldwide customer launches of complex technical products, in particular in developing markets;

·the success of our customers’ products, particularly in the pharmaceutical industry;

·difficulties in product development and uncertainties related to the timing or outcome of product development;

·significant product liability claims; and

·other risks associated with our operations.

Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements.  We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Please refer to Item 1A (“Risk Factors”) of Part I included in the Company’s Annual Report on Form 10-K for additional risk factors affecting the Company.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A significant number of our operations are located outside of the United States.  Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our entities.  Our primary foreign exchange exposure is to the Euro, but we also have foreign exchange exposure to the Brazilian Real, British Pound, Swiss Franc and South American and Asian currencies, among others.  A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial condition and results of operations.  Conversely, a strengthening U.S. dollar has a dilutive effect.

Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred.  Any changes in exchange rates on such inter-country sales may impact our results of operations.

We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in foreign currencies.

The table below provides information as of September 30, 2013 about our forward currency exchange contracts.  The majority of the contracts expire before the end of the fourth quarter of 2013.

			Average	Min / Max
	Contract Amount		Contractual	Notional
Buy/Sell	(in thousands)		Exchange Rate	Volumes
Swiss Franc/Euro	$	56,311	0.8096	45,180-56,311
Euro/Brazilian Real	26,958		2.9283	23,501-26,958
Euro/U.S. Dollar	20,964		1.3225	17,025-20,964
Euro/Swiss Franc	13,150		1.2362	0-13,150
U.S. Dollar/Chinese Yuan	9,790		6.1521	7,180-11,790
Euro/Mexican Peso	8,967		18.4210	8,967-9,055
Czech Koruna/Euro	6,311		0.0388	5,840-6,311
British Pound/Euro	3,718		1.1904	3,601-3,990
Euro/Indian Rupee	2,624		87.6073	0-2,624
U.S. Dollar/Brazilian Real	2,083		2.4108	0-2,083
Euro/Chinese Yuan	1,746		8.1572	1,746-2,181
Euro/Russian Rouble	1,722		45.3677	1,722-1,722
U.S. Dollar/Euro	1,300		0.7446	947-1,632
U.S. Dollar/Indian Rupee	1,000		64.8700	0-1,000
Other	2,867
Total	$	159,511

As of September 30, 2013, the Company has recorded the fair value of foreign currency forward exchange contracts of $3.5 million in prepaid and other, $31 thousand in miscellaneous other assets, $0.8 million in accounts payable and accrued liabilities and $0.2 million in deferred and other non-current liabilities in the balance sheet.

ITEM 4.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2013.  Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended September 30, 2013, the Company implemented an enterprise resource planning system at a U.S. facility.  Consequently, the control environment has been modified at this location.  Other than this item, no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company’s fiscal quarter ended September 30, 2013 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

The employees of AptarGroup S.A.S. and Aptar France S.A.S., our subsidiaries, are eligible to participate in the FCP Aptar Savings Plan (the “Plan”).  All eligible participants are located outside of the United States.  An independent agent purchases shares of our Common Stock available under the Plan for cash on the open market and we do not issue shares.  We do not receive any proceeds from the purchase of shares of our Common Stock under the Plan.  The agent under the Plan is Banque Nationale de Paris Paribas Fund Services.  No underwriters are used under the Plan.  All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act.  During the quarter ended September 30, 2013, the Plan purchased 1,857 shares of our Common Stock on behalf of the participants at an average price of $60.11 per share, for an aggregate amount of $111.6 thousand, and sold 520 shares of our Common Stock on behalf of the participants at an average price of $59.70 per share, for an aggregate amount of $31.0 thousand.  At September 30, 2013, the Plan owns 35,228 shares of our Common Stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes the Company’s purchases of its securities for the quarter ended September 30, 2013:

Period	Total NumberOf SharesPurchased	Average PricePaid Per Share		Total Number Of Shares Purchased As Part Of Publicly AnnouncedPlans Or Programs	Maximum Number OfShares That May Yet Be Purchased Under ThePlans Or Programs
7/1 – 7/31/13	90,000	$	58.34	90,000	5,082,691
8/1 – 8/31/13	330,509	59.63		330,509	4,752,182
9/1 – 9/30/13	179,491	59.48		179,491	4,572,691
Total	600,000	$	59.39	600,000	4,572,691

The Company announced the existing repurchase program on July 19, 2011.  On July 18, 2013, the Company’s Board of Directors authorized the Company to repurchase an additional four million shares of its outstanding common stock.  There is no expiration date for these repurchase programs.

ITEM 6.  EXHIBITS

Exhibit 10.1	AptarGroup, Inc. 2014 Long-Term Incentive Program under the Aptargroup, Inc. Performance Incentive Plan
Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101	The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2013, filed with the SEC on November 4, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2013 and 2012, (ii) the Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets – September 30, 2013 and December 31, 2012, (iv) the Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2013 and 2012, (v) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012 and (vi) the Notes to Condensed Consolidated Financial Statements.

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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 undersigned thereunto duly authorized.

AptarGroup, Inc.

(Registrant)

By /s/ ROBERT W. KUHN

Robert W. Kuhn

Executive Vice President,

Chief Financial Officer and Secretary

(Duly Authorized Officer and

Principal Accounting and Financial Officer)

Date: November 4, 2013

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INDEX OF EXHIBITS

Exhibit
Number	Description
10.1	AptarGroup, Inc. 2014 Long-Term Incentive Program under the Aptargroup, Inc. Performance Incentive Plan
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2013, filed with the SEC on November 4, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2013 and 2012, (ii) the Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets – September 30, 2013 and December 31, 2012, (iv) the Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2013 and 2012, (v) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012 and (vi) the Notes to Condensed Consolidated Financial Statements.

EX-10.1

Exhibit 10.1

APTARGROUP, INC.
2014 LONG-TERM INCENTIVE PROGRAM

I.  INTRODUCTION

1.1       Purposes.  The purposes of this 2014 Long-Term Incentive Program, as established by AptarGroup, Inc., a Delaware corporation (the “Company”), are (i) to provide incentive compensation to certain officers of the Company and its subsidiaries based on the Company’s total shareholder return performance relative to the S&P 400 MidCap Index over a three-year performance period, (ii) to advance the interests of the Company and its stockholders by attracting and retaining highly competent officers and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.  This Program shall be subject to, and administered pursuant to, the terms and conditions of the AptarGroup Performance Incentive Plan (the “Plan”).

1.2       Certain Definitions.  For purposes of the Program, the following capitalized terms shall have the respective meanings set forth below.  Capitalized terms not defined herein shall have the respective meanings specified in the Plan.

(a)        “Accumulated Shares” means periodic adjustments made to a share of Common Stock over the Performance Period and the 20 consecutive trading days immediately preceding the first day of the Performance Period, which is solely for the purpose of determining the Company TSR and reflecting a hypothetical reinvestment of dividends on the Accumulated Shares during such period.  The number of Accumulated Shares shall be equal to the sum of (i) one share and (ii) the cumulative number of shares of Common Stock that would be purchased with the dividends paid on Common Stock for which the dividend payment date occurs during the Performance Period or the 20 consecutive trading days immediately preceding the Performance Period, assuming such dividends are immediately reinvested in shares of Common Stock at the closing price of a share of Common Stock on the applicable dividend payment date.

(b)        “Award” means an award conferring a right, contingent upon the attainment of the Company TSR performance goals set forth in Section 2.2 within the Performance Period, to receive cash, as determined by the Committee.

(c)        “Beginning Stock Value” means the average over the 20 consecutive trading days immediately preceding the first day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(d)       “Board” means the Board of Directors of the Company.

(e)        “Cause” means (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental

illness) after a written demand for substantial performance is delivered to Participant by the Company, which demand specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Participant of any written agreement with the Company or any of its subsidiaries or affiliates which is material and which is not cured within 30 days following written notice thereof to the Participant by the Company.

(f)        “Change in Control” means:

(i)         the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of more than 50% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from the Company); (B) any acquisition by the Company; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (A), (B) and (C) of subsection (iii) of this definition shall be satisfied; and provided further that, for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of more than 50% of the Outstanding Company Common Stock or more than 50% of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

(ii)        individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board;

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(iii)       consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (A) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and 50% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger or consolidation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such reorganization, merger or consolidation, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of such corporation or more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation; or

(iv)       consummation of (A) a plan of complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, immediately after such sale or other disposition, (1) 50% or more of the then outstanding shares of common stock thereof and 50% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock thereof or more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (3) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

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(g)        “Code” shall mean the Internal Revenue Code of 1986, as amended.

(h)        “Committee” shall mean the Compensation Committee of the Board.

(i)         “Common Stock” shall mean Common Stock, par value $.01 per share, of the Company.

(j)         “Company TSR” means the cumulative total shareholder return of the Common Stock during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the Ending Stock Value divided by (B) the Beginning Stock Value, minus (ii) one (1).

(k)        “Disability” means the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(l)         “Ending Stock Value” means the average over the 20 consecutive trading days through the last day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(m)       “Exchange Act” means the Securities Exchange Act of 1934, as then in effect, or any successor federal statute of substantially similar effect.

(n)        “Good Reason” shall mean any of the following actions, if taken without the express written consent of the Participant:   (i) a material diminution in the Participant’s base salary; (ii) a material diminution in the Participant’s authority, duties or responsibilities; or (iii) a material breach by the Company of any material agreement between the Company and the Participant.  A Participant’s employment with the Company may be terminated for Good Reason only if (A) the Participant provides written notice to the Company of the occurrence of the Good Reason event (as described above) within 90 days after the Participant has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which the Participant believes constitute Good Reason, (B)  the Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice and (C) the Participant resigns within 120 days after the initial existence of such circumstances.

(o)        “Grant Acceptance Agreement” means the Grant Acceptance Agreement between the Company and the recipient of an Award hereunder.

(p)        “Individual Award Opportunity” means a Participant’s Award opportunity set forth in the Participant’s Grant Acceptance Agreement, expressed as a percentage of the Participant’s base salary (determined as of the beginning of the Performance Period).

(q)        “Participant” means a person holding an outstanding Award granted under the Program.

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(r)        “Program” means this AptarGroup, Inc. 2014 Long-Term Incentive Program, as amended from time to time.

(s)        “Retirement” means the Participant’s termination of employment after (i) attaining age 55, but prior to age 65, with at least ten years of continuous service to the Company or its subsidiaries or (ii) attaining age 65.

(t)        “S&P 400 MidCap Comparator Group” means the companies included in the S&P 400 MidCap Index (including the Company), determined as of the last day of the Performance Period and excluding any companies that become publicly-traded after the commencement of the Performance Period.

(u)        “S&P 400 MidCap Constituent Company Returns” means, for each company in the S&P 400 MidCap Comparator Group, the cumulative total shareholder return during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days through the last day of the Performance Period divided by (B) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days immediately preceding the first day of the Performance Period, minus (ii) one (1).

1.3       Administration.  The Program shall be administered by the Committee.  The Committee shall, in its sole and absolute discretion and subject only to the terms of the Program and the Plan, have the full power and authority to interpret the Program and the application thereof, establish (and rescind) any rules and regulations it may deem necessary, appropriate or desirable for the administration of the Program, establish the conditions to the payment of all or a portion of each Award and provide that the Company TSR will be adjusted, subject to the terms of the Plan, to reflect extraordinary events, and impose, incidental to the grant of an Award, conditions with respect to the Award, such as limiting competitive employment or other activities.  All interpretations, rules, regulations, conditions and other acts of the Committee shall be final, binding and conclusive on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that with respect to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at any time during the Performance Period, only the Committee shall be permitted to (a) designate such person to participate in the Program for such Performance Period, (b) establish Individual Award Opportunities for such person, and (c) certify the achievement of the Company TSR performance goal.  The Committee may also delegate ministerial administrative functions, such as receipt of notices, implementation of Program payments and mathematical calculations, to one or more employees or consultants as the Committee may deem necessary or desirable.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other person to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Program in good faith, and each such person shall be entitled to indemnification and

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reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

II.  TERMS OF AWARDS

2.1       Eligibility.  Participants in the Program shall consist of such officers or other employees of the Company and its subsidiaries and affiliates as the Committee in its sole discretion may select from time to time.  For purposes of the Program, references to employment by the Company shall also mean employment by a subsidiary or an affiliate of the Company.  A grant of an Award to any person shall not entitle such person to an additional grant of Awards or similar awards at any subsequent time.

2.2       Terms of Awards.  (a)  In General.  Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Program and the Plan, as the Committee shall deem advisable.

(b)        Performance-Based Vesting.   Subject to (i) the Participant’s continuous employment with the Company through December 31, 2016 (the “Vesting Date”) and (ii) the certification by the Committee of the Company TSR performance level achieved, and except as otherwise provided in Section 2.2(c) and Section 2.2(d), the Participant shall become vested in the percentage of his or her Individual Award Opportunity determined in accordance with the schedule set forth below, based on the extent to which the Company TSR exceeds the S&P 400 Midcap Constituent Company Returns, as such terms are defined herein, over the three-year performance period commencing January 1, 2014 and ending December 31, 2016 (the “Performance Period”).  For purposes of this Program, the Participant’s employment relationship shall be treated as continuing intact while the individual is on military or sick leave or other bona fide leave of absence approved by the Company.

Performance Level	Company TSR Percentile Rank vs. S&P 400 MidCap Constituent Company Returns*	Percentage of Individual Award Opportunity Vested**
Below Target	Below the 50th percentile	0%
Target	50th percentile	100%
Mid-point	75th percentile	200%
Maximum	90th percentile and above	250%

*If the Company’s TSR for the Performance Period is negative, but exceeds the 50th percentile of the S&P 400 MidCap Constituent Company Returns, the percentage of the Individual Award Opportunity that is vested shall be capped at 100%.

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**The vesting percentage of the Individual Award Opportunity shall be determined using straight-line interpolation between Target and Mid-point performance levels and the Mid-point and Maximum performance levels.

(c)        Termination of Employment.

(i)         Termination of Employment by the Company without Cause, by the Participant for Good Reason or by Reason of Death, Disability, or Retirement.  If, prior to the Vesting Date, the Participant’s employment is terminated by the Company without Cause, by the Participant for Good Reason or by reason of death, Disability or Retirement, the Participant or the Participant’s beneficiary, as the case may be, shall be entitled to a prorated payment.  Such prorated payment shall be determined in accordance with Section 2.2(b) at the end of the Performance Period based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of days such Participant was employed with the Company during the Performance Period and the denominator of which shall equal the number of days in the Performance Period.  The portion of the Award that does not become vested pursuant to this clause (i) shall be immediately forfeited.

(ii)        Termination of Employment by the Company for Cause or by the Participant Other Than for Good Reason or Retirement.  Subject to Section 2.2(d), if, prior to the Vesting Date, a Participant’s employment is terminated by the Company for Cause or by the Participant other than for Good Reason or Retirement, such Participant’s Award shall be immediately forfeited.

(d)       Change in Control.  In the event of a Change in Control prior to the Vesting Date, the Performance Period shall end as of the date on which the Change in Control is consummated (the “Change in Control Performance Period”) and the Participant shall be eligible to receive an Award determined in accordance with Section 2.2(b) based on actual Company TSR during the Change in Control Performance Period;  provided, however, if the Change in Control occurs after the date on which a Participant’s employment is terminated by the Company without Cause, by the Participant for Good Reason, or by reason of death, Disability or Retirement, pursuant to Section 2.2(c)(i), the Participant shall be eligible to receive an Award determined in accordance with Section 2.2(b) based on actual Company TSR during the Change in Control Performance Period and prorated in accordance with Section 2.2(c)(i) based on the number of days such Participant was employed with the Company during the Performance Period.  In the event of a Change in Control prior to the Vesting Date and after the date on which a Participant’s employment is terminated by the Company for Cause or by the Participant other than for Good Reason or Retirement, such Participant’s Award shall already have been forfeited pursuant to Section 2.2(c)(ii) and the Participant shall not be eligible for any payment with respect to such Award.

(e)        Payment.  As soon as practicable after the Vesting Date or, if applicable, the end of the Change in Control Performance Period (but no later than the March 15th occurring immediately after the Vesting Date or the end of Change in Control Performance Period, as applicable), the Participant shall receive a lump sum cash payment from the Company in an amount equal, as determined by the Committee, to the value of the Award.

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III.  GENERAL

3.1       Effective Date and Term of Program.  The Program shall be effective as of January 1, 2014, and shall continue until such time as it is terminated by the Board.

3.2       Amendments.  The Board may amend the Program as it shall deem advisable in the exercise of its sole and absolute discretion; provided, however that no such amendment may materially impair the rights granted to a Participant with respect to an Award without the consent of such Participant.

3.3       Non-Transferability.  No Award or any rights thereunder shall be transferable other than by will or the laws of descent and distribution or pursuant to any beneficiary designation procedures as may approved by the Committee for such purpose.  Except as permitted by the preceding sentence, no Award hereunder shall be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt by the holder of an Award to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Award, such Award and all rights thereunder shall immediately become null and void.

3.4       Tax and Other Withholding.  The Company shall have the right to deduct from any amounts paid pursuant to the Program (or from other compensation payable by the Company to the Participant) all Federal, state, local and other taxes and any other amounts which may be required under law or elected by the Participant to be withheld or paid in connection with the settlement of an Award or any other payment made hereunder.

3.5       No Right of Participation or Employment.  No person shall have any right to participate in the Program or to be granted Awards under the Program.  Neither the Program nor any Agreement relating to an Award granted hereunder shall confer upon any person any right to be employed, reemployed or continue employment by the Company or any subsidiary or affiliate of the Company or affect in any manner the right of the Company or any subsidiary or affiliate of the Company to terminate the employment of any person with or without notice at any time for any reason without liability hereunder.  Nothing herein shall confer any right or benefit or any entitlement to any benefit on any Participant unless and until a benefit is actually vested pursuant to the Program.  The adoption and maintenance of the Program shall not be deemed to constitute a contract of employment or otherwise between the Company or any of its subsidiaries or affiliates and any Participant, or to be a consideration for or an inducement or condition of any employment.  Neither the provisions of the Program nor any action taken by the Company or the Board or the Committee pursuant to the provisions of the Program shall be deemed to create any trust, express or implied, or any fiduciary relationship between or among the Company, the Board or Committee, any member of the Board or Committee, or any employee, former employee or beneficiary thereof.

3.6       Unfunded Arrangement.  The Program shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefit hereunder.  No holder of an Award shall have any interest in any particular assets of the Company or any of its subsidiaries or affiliates by reason of the right to receive a benefit under the Program and any such holder shall have only the rights of an unsecured creditor of the Company with respect to any rights under the Program.

8

3.7       Governing Law.  This Program, each Award granted hereunder and its related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

3.8       Governing Documents.  The  Awards granted hereunder shall be governed by the terms of the Plan, this Program and the Grant Acceptance Agreement.  Notwithstanding anything to the contrary, the terms of a Participant’s employment agreement governing the payout of any bonuses or severance benefits following a termination of such Participant’s employment shall not apply to the Awards granted hereunder.

3.9       Section 409A of the Code.  This Program and the Awards granted hereunder are intended to be exempt from Section 409A of the Code as short-term deferrals pursuant to U.S., Treasury Regulation §1.409A-1(b)(4), and shall be interpreted and construed accordingly.

3.10     Awards Subject to Clawback.  The Awards granted under this Program and any cash payment delivered pursuant to an Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

9

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephen J. Hagge, certify that:

1.I have reviewed this quarterly report on Form 10-Q of AptarGroup, 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 quarterly 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 we 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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:

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:	November 4, 2013
By:	/s/ STEPHEN J. HAGGE
	Stephen J. Hagge
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert W. Kuhn, certify that:

1.I have reviewed this quarterly report on Form 10-Q of AptarGroup, 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 quarterly 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 we 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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:

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:	November 4, 2013
By:	/s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Hagge, president and chief executive officer of AptarGroup, Inc., certify that (i) the Quarterly Report on Form 10-Q of AptarGroup, Inc. for the quarter ended September 30, 2013 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of AptarGroup, Inc.

/s/ STEPHEN J. HAGGE

Stephen J. Hagge

President and Chief Executive Officer

November 4, 2013

EX-32.2

Exhibit 32.2

Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Robert W. Kuhn, executive vice president and chief financial officer of AptarGroup, Inc., certify that (i) the Quarterly Report on Form 10-Q of AptarGroup, Inc. for the quarter ended September 30, 2013 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of AptarGroup, Inc.

By:	/s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary
	November 4, 2013

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2013

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 10 — SEGMENT INFORMATION

The Company operates in the packaging components industry, which includes the development, manufacture and sale of consumer product dispensing systems.  The Company is organized into three reporting segments.  Operations that sell dispensing systems primarily to the beauty, personal care, and home care markets form the Beauty + Home segment.  Operations that sell dispensing systems primarily to the prescription drug and consumer health care markets form the Pharma segment.  Operations that sell dispensing systems primarily to the food and beverage markets form the Food + Beverage segment.  The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Financial information regarding the Company’s reportable segments is shown below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Total Revenue:
Beauty + Home	$	379,250		$	362,077		$	1,125,261		$	1,115,766
Pharma	172,360			156,044			524,248			429,278
Food + Beverage	75,531			75,245			244,434			226,751
Total Revenue	627,141			593,366			1,893,943			1,771,795
Less: Intersegment Sales:
Beauty + Home	$	3,199		$	3,601		$	10,754		$	10,855
Pharma	90			(56		)	178			156
Food + Beverage	208			223			293			1,185
Total Intersegment Sales	$	3,497		$	3,768		$	11,225		$	12,196
Net Sales:
Beauty + Home	$	376,051		$	358,476		$	1,114,507		$	1,104,911
Pharma	172,270			156,100			524,070			429,122
Food + Beverage	75,323			75,022			244,141			225,566
Net Sales	$	623,644		$	589,598		$	1,882,718		$	1,759,599
Segment Income (1):
Beauty + Home	$	30,943		$	30,050		$	85,697		$	96,569
Pharma	44,737			34,194			141,154			104,676
Food + Beverage	7,688			9,611			28,102			24,142
Restructuring Initiatives and Related Depreciation	(2,664		)	--			(10,257		)	215
Corporate & Other	(8,113		)	(6,443		)	(27,605		)	(22,048		)
Income before interest and taxes	$	72,591		$	67,412		$	217,091		$	203,554
Interest expense, net	(4,265		)	(4,386		)	(13,093		)	(11,710		)
Income before income taxes	$	68,326		$	63,026		$	203,998		$	191,844

(1) The Company evaluates performance of its business units and allocates resources based upon segment income.  Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and related depreciation, and income taxes. Restructuring Initiatives and Related Depreciation includes the following income/(expense) items for the three and nine months ended September 30, 2013 as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013			2012
European Restructuring Plan
Depreciation	$	484	$	--	$	1,499		$	--
Employee Severance and Other Costs	2,180		--		8,802			--
Prior Year Initiatives	--		--		(44		)	(215		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	2,664	$	--	$	10,280		$	(105	)
Pharma	--		--		--			--
Food + Beverage	--		--		(23		)	(110		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)

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INCOME TAX UNCERTAINTIES (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
INCOME TAX UNCERTAINTIES
Income tax uncertainties	$ 8.4	$ 8.5
Change in income tax uncertainties	0.1
Amount of income tax uncertainties that, if recognized, would impact the effective tax rate	8.0	8.1
Decrease in liability for uncertain tax positions, high end of range	$ 5
Number of months liability for uncertain tax positions will decrease	12 months

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and equivalents	$ 247,851	$ 229,755
Accounts and notes receivable, less allowance for doubtful accounts of $4,780 in 2013 and $6,751 in 2012	439,016	396,788
Inventories	349,690	321,885
Prepaid and other	109,091	90,505
Total Current Assets	1,145,648	1,038,933
Property, Plant and Equipment:
Buildings and improvements	378,451	364,704
Machinery and equipment	1,941,744	1,857,347
Property, Plant and Equipment, Gross	2,320,195	2,222,051
Less: Accumulated depreciation	(1,486,234)	(1,397,575)
Property, Plant and Equipment, Net	833,961	824,476
Land	23,872	23,757
Total Property, Plant and Equipment	857,833	848,233
Other Assets:
Investments in affiliates	3,177	3,693
Goodwill	355,316	351,552
Intangible assets, net	49,757	51,960
Miscellaneous	16,641	30,041
Total Other Assets	424,891	437,246
Total Assets	2,428,372	2,324,412
Current Liabilities:
Notes payable	76,811	45,166
Current maturities of long-term obligations	899	29,488
Accounts payable and accrued liabilities	402,632	380,669
Total Current Liabilities	480,342	455,323
Long-Term Obligations	355,185	352,860
Deferred Liabilities and Other:
Deferred income taxes	30,393	33,451
Retirement and deferred compensation plans	95,031	95,872
Deferred and other non-current liabilities	6,578	6,408
Commitments and contingencies
Total Deferred Liabilities and Other	132,002	135,731
AptarGroup, Inc. stockholders' equity
Preferred stock, $.01 par value, 1 million shares authorized, none outstanding
Common stock, $.01 par value, 199 million shares authorized; 85.2 and 84.1 million shares issued as of September 30, 2013 and December 31, 2012, respectively	852	840
Capital in excess of par value	485,733	430,210
Retained earnings	1,598,979	1,513,558
Accumulated other comprehensive income	80,291	60,683
Less treasury stock at cost, 19.4 and 18.2 million shares as of September 30, 2013 and December 31, 2012, respectively	(705,622)	(625,401)
Total AptarGroup, Inc. Stockholders' Equity	1,460,233	1,379,890
Noncontrolling interests in subsidiaries	610	608
Total Stockholders' Equity	1,460,843	1,380,498
Total Liabilities and Stockholders' Equity	$ 2,428,372	$ 2,324,412

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill since the year ended December 31, 2012 are as follows by reporting segment:

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other			Total
Goodwill	$	179,890	$	153,978	$	17,684	$	1,615		$	353,167
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of December 31, 2012	$	179,890	$	153,978	$	17,684	$	--		$	351,552
Acquisition	--		--		--		--			--
Foreign currency exchange effects	66		3,560		138		--			3,764
Goodwill	$	179,956	$	157,538	$	17,822	$	1,615		$	356,931
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of September 30, 2013	$	179,956	$	157,538	$	17,822	$	--		$	355,316

The table below shows a summary of intangible assets as of September 30, 2013 and December 31, 2012.

		September 30, 2013							December 31, 2012
Weighted Average		Gross							Gross
Amortization		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Period (Years)		Amount		Amortization			Value		Amount		Amortization			Value
Amortized intangible assets:
Patents	7	$	20,033	$	(19,542	)	$	491	$	19,570	$	(18,894	)	$	676
Acquired technology	15	39,906		(3,325		)	36,581		38,928		(1,298		)	37,630
License agreements and other	5	36,089		(23,404		)	12,685		35,780		(22,126		)	13,654
Total intangible assets	10	$	96,028	$	(46,271	)	$	49,757	$	94,278	$	(42,318	)	$	51,960

Aggregate amortization expense for the intangible assets above for the quarters ended September 30, 2013 and 2012 was $1,266 and $1,232, respectively.  Aggregate amortization expense for the intangible assets above for the nine months ended September 30, 2013 and 2012 was $3,748 and $1,898, respectively.

Future estimated amortization expense for the years ending December 31 is as follows:

2013	$	1,260	(remaining estimated amortization for 2013)
2014	4,966
2015	4,786
2016	4,141
2017	3,505
2018 and thereafter	31,099

Future amortization expense may fluctuate depending on changes in foreign currency rates.  The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2013.

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2013

INVENTORIES

Schedule of inventories, by component

	September 30,			December 31,
	2013			2012
Raw materials	$	113,673		$	125,889
Work in process	109,062			75,261
Finished goods	134,575			127,393
Total	357,310			328,543
Less LIFO Reserve	(7,620		)	(6,658		)
Total	$	349,690		$	321,885

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ACQUISITIONS

9 Months Ended

Sep. 30, 2013

ACQUISITIONS

ACQUISITIONS

NOTE 11 — ACQUISITIONS

On July 3, 2012, the Company completed its acquisition of Rumpler - Technologies S.A., together with its direct and indirect subsidiaries (“Stelmi”).  Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris.  The Company acquired all of the shares of Stelmi.  The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.  The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable	23,540
Inventories	16,826
Prepaid and other	3,256
Property, plant and equipment	42,073
Goodwill	111,031
Intangible assets	47,134
Other miscellaneous assets	6,092
Liabilities
Current maturities of long-term obligations	675
Accounts payable and accrued liabilities	26,064
Long-term obligations	885
Deferred income taxes	22,440
Retirement and deferred compensation plans	12,049
Net assets acquired	$	256,174

The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Customer relationships	15	$	7,438
Technology	15	37,191
Trademark	4	2,505
Total		$	47,134

Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of leveraging the Company’s commercial presence in selling the Stelmi line of products in markets where Stelmi didn’t previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually.  We do not expect that any of the goodwill will be deductible for tax purposes.

The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011.  The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory.  The pro forma results do not include any synergies or other expected benefits of the acquisition.  Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$	623,644	$	589,598	$	1,882,718	$	1,823,660
Net Income Attributable to AptarGroup, Inc.	45,264		44,628		135,103		138,839
Net Income per common share - basic	0.68		0.67		2.04		2.09
Net Income per common share - diluted	0.67		0.65		1.98		2.02

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SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 segment	Sep. 30, 2012
SEGMENT INFORMATION
Number of reportable segments			3
Financial information regarding the Company's reportable segments
Total Revenue	$ 627,141	$ 593,366	$ 1,893,943	$ 1,771,795
Less: Intersegment Sales	3,497	3,768	11,225	12,196
Net Sales	623,644	589,598	1,882,718	1,759,599
Income before interest and taxes	72,591	67,412	217,091	203,554
Interest expense, net	(4,265)	(4,386)	(13,093)	(11,710)
Income before Income Taxes	68,326	63,026	203,998	191,844
Restructuring Initiatives and Related Depreciation Expense by Segment
Employee Severance and Other Costs	2,180		8,758	(215)
Total Restructuring Initiatives and Related Depreciation expense	2,664		10,257	(215)
Restructuring Initiatives
Financial information regarding the Company's reportable segments
Income before interest and taxes	(2,664)		(10,257)	215
European Restructuring Plan
Restructuring Initiatives and Related Depreciation Expense by Segment
Depreciation	484		1,499
Employee Severance and Other Costs	2,180		8,802
Prior Year Initiatives
Restructuring Initiatives and Related Depreciation Expense by Segment
Employee Severance and Other Costs			(44)	(215)
Beauty + Home
Financial information regarding the Company's reportable segments
Total Revenue	379,250	362,077	1,125,261	1,115,766
Less: Intersegment Sales	3,199	3,601	10,754	10,855
Net Sales	376,051	358,476	1,114,507	1,104,911
Income before interest and taxes	30,943	30,050	85,697	96,569
Restructuring Initiatives and Related Depreciation Expense by Segment
Total Restructuring Initiatives and Related Depreciation expense	2,664		10,280	(105)
Pharma
Financial information regarding the Company's reportable segments
Total Revenue	172,360	156,044	524,248	429,278
Less: Intersegment Sales	90	(56)	178	156
Net Sales	172,270	156,100	524,070	429,122
Income before interest and taxes	44,737	34,194	141,154	104,676
Food + Beverage
Financial information regarding the Company's reportable segments
Total Revenue	75,531	75,245	244,434	226,751
Less: Intersegment Sales	208	223	293	1,185
Net Sales	75,323	75,022	244,141	225,566
Income before interest and taxes	7,688	9,611	28,102	24,142
Restructuring Initiatives and Related Depreciation Expense by Segment
Total Restructuring Initiatives and Related Depreciation expense			(23)	(110)
Corporate & Other
Financial information regarding the Company's reportable segments
Income before interest and taxes	$ (8,113)	$ (6,443)	$ (27,605)	$ (22,048)

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Amortized intangible assets:
Gross Carrying Amount	$ 96,028		$ 96,028		$ 94,278
Accumulated Amortization	(46,271)		(46,271)		(42,318)
Net Value	49,757		49,757		51,960
Aggregate amortization expense	1,266	1,232	3,748	1,898
Future estimated amortization expense
2013	1,260		1,260
2014	4,966		4,966
2015	4,786		4,786
2016	4,141		4,141
2017	3,505		3,505
2018 and thereafter	31,099		31,099
Weighted Average
Amortized intangible assets:
Amortization Period			10 years
Patents
Amortized intangible assets:
Gross Carrying Amount	20,033		20,033		19,570
Accumulated Amortization	(19,542)		(19,542)		(18,894)
Net Value	491		491		676
Patents | Weighted Average
Amortized intangible assets:
Amortization Period			7 years
Acquired Technology
Amortized intangible assets:
Gross Carrying Amount	39,906		39,906		38,928
Accumulated Amortization	(3,325)		(3,325)		(1,298)
Net Value	36,581		36,581		37,630
Acquired Technology | Weighted Average
Amortized intangible assets:
Amortization Period			15 years
License agreements and other
Amortized intangible assets:
Gross Carrying Amount	36,089		36,089		35,780
Accumulated Amortization	(23,404)		(23,404)		(22,126)
Net Value	$ 12,685		$ 12,685		$ 13,654
License agreements and other | Weighted Average
Amortized intangible assets:
Amortization Period			5 years

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ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS) (Tables)

9 Months Ended

Sep. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

Changes in Accumulated Other Comprehensive Income by Component

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance – December 31, 2011	$	100,593		$	(39,907	)	$	(368	)	$	60,318
Other comprehensive loss before reclassifications	(9,795		)	--			--			(9,795		)
Amounts reclassified from accumulated other comprehensive income	--			2,234			187			2,421
Net current-period other comprehensive (loss)/income	(9,795		)	2,234			187			(7,374		)
Balance - September 30, 2012	$	90,798		$	(37,673	)	$	(181	)	$	52,944
Balance – December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications	16,275			--			--			16,275
Amounts reclassified from accumulated other comprehensive income	--			3,294			39			3,333
Net current-period other comprehensive income	16,275			3,294			39			19,608
Balance - September 30, 2013	$	136,372		$	(55,954	)	$	(127	)	$	80,291

Reclassifications Out of Accumulated Other Comprehensive Income

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Three months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	1,629		$	1,094		(a)
Amortization of prior service cost	93			89			(a)
	1,722			1,183			Total before tax
	(622		)	(441		)	Tax benefit
	$	1,100		$	742		Net of tax
Other
Changes in treasury locks	14			22			Interest Expense
	14			22			Total before tax
	(5		)	(8		)	Tax benefit
	$	9		$	14		Net of tax
Total reclassifications for the period	$	1,109		$	756

(a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Nine months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	4,880		$	3,262		(b)
Amortization of prior service cost	280			273			(b)
	5,160			3,535			Total before tax
	(1,866		)	(1,301		)	Tax benefit
	$	3,294		$	2,234		Net of tax
Other
Changes in treasury locks	60			67			Interest Expense
Net loss on derivatives	--			(10		)	Interest Income
	60			57			Total before tax
	(21		)	130			Tax benefit
	$	39		$	187		Net of tax
Total reclassifications for the period	$	3,333		$	2,421

(b) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Tables)

9 Months Ended

Sep. 30, 2013

RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost

	Domestic Plans						Foreign Plans
Three months ended September 30,	2013			2012			2013			2012
Service cost	$	2,135		$	1,831		$	974		$	573
Interest cost	1,248			1,247			668			660
Expected return on plan assets	(1,443		)	(1,422		)	(454		)	(371		)
Amortization of net loss	1,276			978			353			116
Amortization of prior service cost	--			1			93			88
Net periodic benefit cost	$	3,216		$	2,635		$	1,634		$	1,066

	Domestic Plans						Foreign Plans
Nine months ended September 30,	2013			2012			2013			2012
Service cost	$	6,405		$	5,443		$	2,902		$	1,601
Interest cost	3,744			3,706			1,991			1,935
Expected return on plan assets	(4,331		)	(4,227		)	(1,353		)	(1,138		)
Amortization of net loss	3,827			2,907			1,053			355
Amortization of prior service cost	2			3			278			270
Net periodic benefit cost	$	9,647		$	7,832		$	4,871		$	3,023

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STOCK REPURCHASE PROGRAM (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Jul. 18, 2013
STOCK REPURCHASE PROGRAM
Number of shares repurchased	600,000	1,400,000
Aggregate amount of share repurchases (in dollars)	$ 35,600	$ 80,222	$ 40,896
Number of shares authorized to be repurchased				4,000,000
Remaining authorization to repurchase additional shares	4,600,000	4,600,000

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RESTRUCTURING INITIATIVE (Tables)

9 Months Ended

Sep. 30, 2013

RESTRUCTURING INITIATIVE

Activity associated with the entity's restructuring initiatives

	Beginning		Net Charges for							Ending
	Reserve at		the Nine Months							Reserve at
	12/31/12		Ended 9/30/13		Cash Paid			FX Impact		9/30/13
Employee severance	$	3,158	$	6,735	$	(6,136	)	$	95	$	3,852
Other costs	--		2,067		(2,072		)	5		--
Totals	$	3,158	$	8,802	$	(8,208	)	$	100	$	3,852

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ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Accumulated other comprehensive income activity
Balance at the beginning of the period	$ 60,683	$ 60,318
Other comprehensive income (loss) before reclassifications	16,275	(9,795)
Amounts reclassified from accumulated other comprehensive income	3,333	2,421
Net current-period other comprehensive (loss)/income	19,608	(7,374)
Balance at the end of the period	80,291	52,944
Foreign Currency
Accumulated other comprehensive income activity
Balance at the beginning of the period	120,097	100,593
Other comprehensive income (loss) before reclassifications	16,275	(9,795)
Net current-period other comprehensive (loss)/income	16,275	(9,795)
Balance at the end of the period	136,372	90,798
Defined Benefit Pension Plans
Accumulated other comprehensive income activity
Balance at the beginning of the period	(59,248)	(39,907)
Amounts reclassified from accumulated other comprehensive income	3,294	2,234
Net current-period other comprehensive (loss)/income	3,294	2,234
Balance at the end of the period	(55,954)	(37,673)
Other
Accumulated other comprehensive income activity
Balance at the beginning of the period	(166)	(368)
Amounts reclassified from accumulated other comprehensive income	39	187
Net current-period other comprehensive (loss)/income	39	187
Balance at the end of the period	$ (127)	$ (181)

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ACQUISITIONS (Details) (Stelmi Group, USD $)	0 Months Ended
	Jul. 03, 2012 item
Stelmi Group
Acquisitions
Number of manufacturing plants acquired	2
Cost of acquired entity	$ 188,000,000
Assets
Cash and equivalents	68,335,000
Accounts receivable	23,540,000
Inventories	16,826,000
Prepaid and other	3,256,000
Property, plant and equipment	42,073,000
Goodwill	111,031,000
Intangible assets	47,134,000
Other miscellaneous assets	6,092,000
Liabilities
Current maturities of long-term obligations	675,000
Accounts payable and accrued liabilities	26,064,000
Long-term obligations	885,000
Deferred income taxes	22,440,000
Retirement and deferred compensation plans	12,049,000
Net assets acquired	$ 256,174,000

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ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2013

ACQUISITIONS

Summary of assets acquired and liabilities assumed as of the acquisition date at estimated fair value

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable	23,540
Inventories	16,826
Prepaid and other	3,256
Property, plant and equipment	42,073
Goodwill	111,031
Intangible assets	47,134
Other miscellaneous assets	6,092
Liabilities
Current maturities of long-term obligations	675
Accounts payable and accrued liabilities	26,064
Long-term obligations	885
Deferred income taxes	22,440
Retirement and deferred compensation plans	12,049
Net assets acquired	$	256,174

Summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Customer relationships	15	$	7,438
Technology	15	37,191
Trademark	4	2,505
Total		$	47,134

Schedule of unaudited pro forma financial information

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Sales	$	623,644	$	589,598	$	1,882,718	$	1,823,660
Net Income Attributable to AptarGroup, Inc.	45,264		44,628		135,103		138,839
Net Income per common share - basic	0.68		0.67		2.04		2.09
Net Income per common share - diluted	0.67		0.65		1.98		2.02

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative instruments, gain or (loss)
Foreign Exchange Contract, Amount of Gain or (Loss) Recognized in Income on Derivative, not designated as hedging instruments	$ 2,894	$ (81)	$ 2,851	$ (1,316)
Foreign Exchange Contracts
Derivative instruments, gain or (loss)
Foreign Exchange Contract, Amount of Gain or (Loss) Recognized in Income on Derivative, not designated as hedging instruments	$ 2,894	$ (81)	$ 2,851	$ (1,316)

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2013

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of changes in the carrying amount of goodwill

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other			Total
Goodwill	$	179,890	$	153,978	$	17,684	$	1,615		$	353,167
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of December 31, 2012	$	179,890	$	153,978	$	17,684	$	--		$	351,552
Acquisition	--		--		--		--			--
Foreign currency exchange effects	66		3,560		138		--			3,764
Goodwill	$	179,956	$	157,538	$	17,822	$	1,615		$	356,931
Accumulated impairment losses	--		--		--		(1,615		)	(1,615		)
Balance as of September 30, 2013	$	179,956	$	157,538	$	17,822	$	--		$	355,316

Summary of amortized intangible assets

		September 30, 2013							December 31, 2012
Weighted Average		Gross							Gross
Amortization		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Period (Years)		Amount		Amortization			Value		Amount		Amortization			Value
Amortized intangible assets:
Patents	7	$	20,033	$	(19,542	)	$	491	$	19,570	$	(18,894	)	$	676
Acquired technology	15	39,906		(3,325		)	36,581		38,928		(1,298		)	37,630
License agreements and other	5	36,089		(23,404		)	12,685		35,780		(22,126		)	13,654
Total intangible assets	10	$	96,028	$	(46,271	)	$	49,757	$	94,278	$	(42,318	)	$	51,960

Schedule of future estimated amortization expense

2013	$	1,260	(remaining estimated amortization for 2013)
2014	4,966
2015	4,786
2016	4,141
2017	3,505
2018 and thereafter	31,099

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, unless otherwise specified	Total	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Common Stock Par Value	Treasury Stock	Capital in Excess of Par Value	Non-Controlling Interest
Balance at Dec. 31, 2011	$ 1,290,572	$ 1,409,388	$ 60,318	$ 827	$ (545,612)	$ 364,855	$ 796
Increase (Decrease) in Stockholders' Equity
Net income (loss)	127,566	127,622					(56)
Foreign currency translation adjustments	(9,795)		(9,795)
Changes in unrecognized pension gains/losses and related amortization, net of tax	2,234		2,234
Changes in treasury locks, net of tax	194		194
Net loss on derivatives, net of tax	(7)		(7)
Stock option exercises & restricted stock vestings	52,248			10	3	52,235
Cash dividends declared on common stock	(43,830)	(43,830)
Treasury stock purchased	(40,896)				(40,896)
Balance at Sep. 30, 2012	1,378,286	1,493,180	52,944	837	(586,505)	417,090	740
Balance at Dec. 31, 2012	1,380,498	1,513,558	60,683	840	(625,401)	430,210	608
Increase (Decrease) in Stockholders' Equity
Net income (loss)	135,090	135,095					(5)
Foreign currency translation adjustments	16,282		16,275				7
Changes in unrecognized pension gains/losses and related amortization, net of tax	3,294		3,294
Changes in treasury locks, net of tax	39		39
Stock option exercises & restricted stock vestings	55,536			12	1	55,523
Cash dividends declared on common stock	(49,674)	(49,674)
Treasury stock purchased	(80,222)				(80,222)
Balance at Sep. 30, 2013	$ 1,460,843	$ 1,598,979	$ 80,291	$ 852	$ (705,622)	$ 485,733	$ 610

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of AptarGroup, Inc. and its subsidiaries.  The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated.  Certain previously reported amounts have been reclassified to conform to the current period presentation.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented.  The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.  Also, certain financial position data included herein was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 but does not include all disclosures required by accounting principles generally accepted in the United States of America.  Accordingly, these unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB’s Accounting Standards Codification.

In February 2013, the FASB issued authoritative guidance that amends the presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The guidance requires footnote disclosures regarding the changes in accumulated other comprehensive income by component and the line items affected in the statements of earnings. The adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 5 of the Notes to the Condensed Consolidated Financial Statements.

In January 2013, the FASB issued authoritative guidance requiring new asset and liability offsetting disclosures for derivatives, repurchase agreements and security lending transactions to the extent that they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement. We do not have any repurchase agreements and do not participate in securities lending transactions. Our derivative instruments are not offset in the financial statements. Accordingly, the adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure.  Additional information can be found in Note 6 of the Notes to the Condensed Consolidated Financial Statements.

INCOME TAXES

The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where the income is earned.  The income tax rates imposed by these taxing authorities may vary substantially.  Taxable income may differ from pretax income for financial accounting purposes.  To the extent that these differences create differences between the tax basis of an asset or liability and its reported amount in the financial statements, an appropriate provision for deferred income taxes is made.

In its determination of which foreign earnings are permanently reinvested in foreign operations, the Company considers numerous factors, including the financial requirements of the U.S. parent company and those of its foreign subsidiaries, the U.S. funding needs for dividend payments and stock repurchases, and the tax consequences of remitting earnings to the U.S.  From this analysis, current year repatriation decisions are made in an attempt to provide a proper mix of debt and shareholder capital both within the U.S. and for non-U.S. operations.  The Company’s policy is to permanently reinvest its accumulated foreign earnings and only will make a distribution out of current year earnings to meet the cash needs at the parent company.  As such, the Company does not provide taxes on earnings that are deemed to be permanently reinvested.  The effective tax rate for 2013 includes the tax cost of repatriating $77 million of current year earnings, all of which was repatriated in the first half of 2013.

The Company provides a liability for the amount of tax benefits realized from uncertain tax positions.  This liability is provided whenever the Company determines that a tax benefit will not meet a more-likely-than-not threshold for recognition.  See Note 13 of the Notes to the Condensed Consolidated Financial Statements for more information.

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RETIREMENT AND DEFERRED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2013

RETIREMENT AND DEFERRED COMPENSATION PLANS

RETIREMENT AND DEFERRED COMPENSATION PLANS

NOTE 4 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans						Foreign Plans
Three months ended September 30,	2013			2012			2013			2012
Service cost	$	2,135		$	1,831		$	974		$	573
Interest cost	1,248			1,247			668			660
Expected return on plan assets	(1,443		)	(1,422		)	(454		)	(371		)
Amortization of net loss	1,276			978			353			116
Amortization of prior service cost	--			1			93			88
Net periodic benefit cost	$	3,216		$	2,635		$	1,634		$	1,066

	Domestic Plans						Foreign Plans
Nine months ended September 30,	2013			2012			2013			2012
Service cost	$	6,405		$	5,443		$	2,902		$	1,601
Interest cost	3,744			3,706			1,991			1,935
Expected return on plan assets	(4,331		)	(4,227		)	(1,353		)	(1,138		)
Amortization of net loss	3,827			2,907			1,053			355
Amortization of prior service cost	2			3			278			270
Net periodic benefit cost	$	9,647		$	7,832		$	4,871		$	3,023

EMPLOYER CONTRIBUTIONS

In order to meet or exceed minimum funding levels required by U.S. law, the Company contributed $10 million during the third quarter and the first nine months of 2013 and does not expect to make any contribution to the U.S. plan in the last quarter of 2013.  The Company expects to contribute approximately $4.3 million to its foreign defined benefit plans in 2013 and has contributed approximately $2.0 million during the first nine months of 2013.

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INVENTORIES

9 Months Ended

Sep. 30, 2013

INVENTORIES

INVENTORIES

NOTE 2 - INVENTORIES

At September 30, 2013 and December 31, 2012, approximately 19% of the total inventories are accounted for by using the LIFO method.  Inventories, by component, consisted of:

	September 30,			December 31,
	2013			2012
Raw materials	$	113,673		$	125,889
Work in process	109,062			75,261
Finished goods	134,575			127,393
Total	357,310			328,543
Less LIFO Reserve	(7,620		)	(6,658		)
Total	$	349,690		$	321,885

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ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS) (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Amount Reclassified from Accumulated Other Comprehensive Income
Changes in treasury locks	$ 4,841	$ 4,721	$ 15,364	$ 13,867
Net loss on derivatives	(576)	(335)	(2,271)	(2,157)
Total before tax	(68,326)	(63,026)	(203,998)	(191,844)
Tax benefit	23,094	20,925	68,908	64,278
Total reclassifications for the period	(45,264)	(42,127)	(135,095)	(127,622)
Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total reclassifications for the period	1,109	756	3,333	2,421
Defined Benefit Pension Plans | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Amortization of net loss	1,629	1,094	4,880	3,262
Amortization of prior service cost	93	89	280	273
Total before tax	1,722	1,183	5,160	3,535
Tax benefit	(622)	(441)	(1,866)	(1,301)
Total reclassifications for the period	1,100	742	3,294	2,234
Other | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total before tax	14	22	60	57
Tax benefit	(5)	(8)	(21)	130
Total reclassifications for the period	9	14	39	187
Other | Treasury locks | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Changes in treasury locks	14	22	60	67
Other | Foreign exchange contract | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Net loss on derivatives				$ (10)

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Schedule of Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2013		December 31, 2012
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	3,530	$	332
Foreign Exchange Contracts	Miscellaneous Other Assets	31		982
		$	3,561	$	1,314
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	838	$	2,097
Foreign Exchange Contracts	Deferred and other non-current liabilities	163		164
		$	1,001	$	2,261

Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Quarters Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,894	$	(81	)
		$	2,894	$	(81	)

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Nine Months Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,851	$	(1,316	)
		$	2,851	$	(1,316	)

Schedule of offsetting derivative assets and liabilities

				Net Amounts		Gross Amounts not Offset in the
			Gross Amounts	Presented in		Statement of Financial Position
	Gross		Offset in the	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
2013
Derivative Assets	$	3,561	--	$	3,561	--	--	$	3,561
Total Assets	$	3,561	--	$	3,561	--	--	$	3,561
Derivative Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
Total Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
2012
Derivative Assets	$	1,314	--	$	1,314	--	--	$	1,314
Total Assets	$	1,314	--	$	1,314	--	--	$	1,314
Derivative Liabilities	$	2,261	--	$	2,261	--	--	$	2,261
Total Liabilities	$	2,261	--	$	2,261	--	--	$	2,261

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2013

STOCK-BASED COMPENSATION

Weighted-average assumptions used to estimate fair value of stock options granted

Stock Awards Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.8	%	1.8	%
Expected Stock Price Volatility	22.7	%	22.9	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

Director Stock Option Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.9	%	1.7	%
Expected Stock Price Volatility	23.0	%	22.5	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

Summary of option activity

	Stock Awards Plans					Director Stock Option Plans
				Weighted Average					Weighted Average
	Shares			Exercise Price		Shares			Exercise Price
Outstanding, January 1, 2013	7,879,197			$	37.27	276,667			$	45.48
Granted	1,385,300			51.83		85,500			56.49
Exercised	(1,249,180		)	28.60		(48,333		)	43.11
Forfeited or expired	(47,399		)	47.24		--			--
Outstanding at September 30, 2013	7,967,918			$	41.10	313,834			$	48.85
Exercisable at September 30, 2013	5,396,418			$	36.26	146,001			$	42.05
Weighted-Average Remaining Contractual Term (Years):
Outstanding at September 30, 2013	6.3					7.8
Exercisable at September 30, 2013	5.1					6.4
Aggregate Intrinsic Value ($000):
Outstanding at September 30, 2013	$	151,630				$	3,541
Exercisable at September 30, 2013	$	128,807				$	2,640
Intrinsic Value of Options Exercised ($000) During the Nine Months Ended:
September 30, 2013	$	33,123				$	732
September 30, 2012	$	34,674				$	937

Summary of restricted stock unit activity

			Weighted-Average
	Shares		Grant-Date Fair Value
Nonvested at January 1, 2013	25,862		$	48.76
Granted	12,448		54.92
Vested	(12,629	)	45.20
Nonvested at September 30, 2013	25,681		$	53.49

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Changes in the carrying amount of goodwill
Goodwill	$ 356,931	$ 353,167
Accumulated impairment losses	(1,615)	(1,615)
Goodwill, balance at the beginning of the period	351,552
Foreign currency exchange effects	3,764
Goodwill, balance at the end of the period	355,316
Beauty + Home
Changes in the carrying amount of goodwill
Goodwill	179,956	179,890
Goodwill, balance at the beginning of the period	179,890
Foreign currency exchange effects	66
Goodwill, balance at the end of the period	179,956
Pharma
Changes in the carrying amount of goodwill
Goodwill	157,538	153,978
Goodwill, balance at the beginning of the period	153,978
Foreign currency exchange effects	3,560
Goodwill, balance at the end of the period	157,538
Food + Beverage
Changes in the carrying amount of goodwill
Goodwill	17,822	17,684
Goodwill, balance at the beginning of the period	17,684
Foreign currency exchange effects	138
Goodwill, balance at the end of the period	17,822
Corporate & Other
Changes in the carrying amount of goodwill
Goodwill	1,615	1,615
Accumulated impairment losses	$ (1,615)	$ (1,615)

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RESTRUCTURING INITIATIVE (Details)	3 Months Ended	9 Months Ended		0 Months Ended		3 Months Ended	9 Months Ended	11 Months Ended	9 Months Ended
	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Nov. 01, 2012 European Restructuring Plan USD ($) item	Nov. 01, 2012 European Restructuring Plan EUR (€)	Sep. 30, 2013 European Restructuring Plan USD ($)	Sep. 30, 2013 European Restructuring Plan USD ($)	Sep. 30, 2013 European Restructuring Plan USD ($)	Sep. 30, 2013 Employee severance European Restructuring Plan USD ($)	Sep. 30, 2013 Other costs European Restructuring Plan USD ($)
Restructuring initiatives
Number of facilities involved in restructuring plan				12	12
Number of facilities closed				1	1
Number of employees impacted by closure of facilities				170	170
Estimated total cost associated with the plan				$ 19,000,000	€ 14,000,000
Non-cash expenses				4,000,000	3,000,000
Cumulative expense incurred to date								15,200,000
Restructuring reserve
Restructuring reserve, balance at the beginning of the period							3,158,000		3,158,000
Net Charges	2,180,000	8,758,000	(215,000)			2,180,000	8,802,000		6,735,000	2,067,000
Cash Paid							(8,208,000)		(6,136,000)	(2,072,000)
FX Impact							100,000		95,000	5,000
Restructuring reserve, balance at the end of the period						3,852,000	3,852,000	3,852,000	3,852,000
Accelerated depreciation						$ 484,000	$ 1,499,000

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ACQUISITIONS (Details 2) (Stelmi Group, USD $) In Thousands, unless otherwise specified	0 Months Ended
	Jul. 03, 2012
Acquired finite-lived intangible assets
Estimated Fair Value of Asset	$ 47,134
Customer relationships
Acquired finite-lived intangible assets
Weighted-average useful life	15 years
Estimated Fair Value of Asset	7,438
Technology
Acquired finite-lived intangible assets
Weighted-average useful life	15 years
Estimated Fair Value of Asset	37,191
Trademark
Acquired finite-lived intangible assets
Weighted-average useful life	4 years
Estimated Fair Value of Asset	$ 2,505

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Infringement of patent
Commitments and contingencies
Amount of damage assessed on infringement of patents owned by the counterparty within the United States	$ 0
Indemnification agreements
Commitments and contingencies
Liabilities recorded under indemnification agreements	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/ (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/ (LOSS)
Net Income	$ 45,232	$ 42,101	$ 135,090	$ 127,566
Other Comprehensive Income/(Loss):
Foreign currency translation adjustments	45,344	19,027	16,282	(9,795)
Changes in treasury locks, net of tax	9	14	39	194
Net loss on derivatives, net of tax				(7)
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax	61	59	183	180
Amortization of net loss included in net income, net of tax	1,039	683	3,111	2,054
Total defined benefit pension plan, net of tax	1,100	742	3,294	2,234
Total other comprehensive income/(loss)	46,453	19,783	19,615	(7,374)
Comprehensive Income	91,685	61,884	154,705	120,192
Comprehensive Loss/(Income) Attributable To Noncontrolling Interests	30	21	(2)	56
Comprehensive Income Attributable to AptarGroup, Inc.	$ 91,715	$ 61,905	$ 154,703	$ 120,248

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company, in the normal course of business, is subject to a number of lawsuits and claims both actual and potential in nature including the proceeding noted below.  While management believes the resolution of these claims and lawsuits will not have a material adverse effect on the Company’s financial position or results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur that could include amounts in excess of any accruals which management has established.  Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.

In 2010, a competitor filed a lawsuit against certain AptarGroup, Inc. subsidiaries alleging that certain processes performed by a supplier of a specific type of diptube utilized by the AptarGroup, Inc. subsidiaries in the manufacture of a specific type of pump infringes patents owned by the counterparty.  This lawsuit sought an injunction barring the manufacture, use, sale and importation of this specific pump for use in fragrance containers.  In April 2012, the Company’s United States subsidiary was found to have infringed on patents owned by the counterparty within the United States.  The ruling does not apply to the manufacture or sales of pumps in countries outside the United States and no damages were assessed.  The Company appealed this ruling to the Federal Circuit Court which has sent the case back to the District Court for trial on the question of whether the patents are obvious and not enforceable.

Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity.  The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers liability insurance policy that covers a portion of its exposure.  As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.  The Company has no liabilities recorded for these agreements as of September 30, 2013.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data in Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts and notes receivable, allowance for doubtful accounts (in dollars)	$ 4,780	$ 6,751
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	1	1
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	199	199
Common stock, shares issued	85.2	84.1
Treasury stock, shares	19.4	18.2

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Net Sales	$ 623,644	$ 589,598	$ 1,882,718	$ 1,759,599
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	424,011	407,368	1,273,848	1,198,663
Selling, research & development and administrative	86,917	80,094	269,335	256,433
Depreciation and amortization	37,222	35,248	112,007	100,399
Restructuring initiatives	2,180		8,758	(215)
Total Operating Expenses	550,330	522,710	1,663,948	1,555,280
Operating Income	73,314	66,888	218,770	204,319
Other Income (Expense):
Interest expense	(4,841)	(4,721)	(15,364)	(13,867)
Interest income	576	335	2,271	2,157
Equity results of affiliates	(286)	(229)	(609)	(518)
Miscellaneous, net	(437)	753	(1,070)	(247)
Total Other Income (Expense)	(4,988)	(3,862)	(14,772)	(12,475)
Income before Income Taxes	68,326	63,026	203,998	191,844
Provision for Income Taxes	23,094	20,925	68,908	64,278
Net Income	45,232	42,101	135,090	127,566
Net Loss Attributable to Noncontrolling Interests	32	26	5	56
Net Income Attributable to AptarGroup, Inc.	$ 45,264	$ 42,127	$ 135,095	$ 127,622
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic (in dollars per share)	$ 0.68	$ 0.63	$ 2.04	$ 1.92
Diluted (in dollars per share)	$ 0.67	$ 0.62	$ 1.98	$ 1.86
Average Number of Shares Outstanding:
Basic (in shares)	66,092	66,541	66,222	66,439
Diluted (in shares)	67,986	68,353	68,273	68,711
Dividends per Common Share (in dollars per share)	$ 0.25	$ 0.22	$ 0.75	$ 0.66

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ACQUISITIONS (Details 3) (Stelmi Group, USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Stelmi Group
Unaudited pro forma financial information
Net Sales	$ 623,644	$ 589,598	$ 1,882,718	$ 1,823,660
Net Income Attributable to AptarGroup, Inc.	$ 45,264	$ 44,628	$ 135,103	$ 138,839
Net Income per common share - basic	$ 0.68	$ 0.67	$ 2.04	$ 2.09
Net Income per common share - diluted	$ 0.67	$ 0.65	$ 1.98	$ 2.02

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

Information related to the calculation of earnings per share

	Three months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	45,264	$	45,264	$	42,127	$	42,127
Average equivalent shares
Shares of common stock	66,092		66,092		66,541		66,541
Effect of dilutive stock based compensation
Stock options	1,887		--		1,804		--
Restricted stock	7		--		8		--
Total average equivalent shares	67,986		66,092		68,353		66,541
Net income per share	$	0.67	$	0.68	$	0.62	$	0.63

	Nine months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	135,095	$	135,095	$	127,622	$	127,622
Average equivalent shares
Shares of common stock	66,222		66,222		66,439		66,439
Effect of dilutive stock based compensation
Stock options	2,041		--		2,259		--
Restricted stock	10		--		13		--
Total average equivalent shares	68,273		66,222		68,711		66,439
Net income per share	$	1.98	$	2.04	$	1.86	$	1.92

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB’s Accounting Standards Codification.

In February 2013, the FASB issued authoritative guidance that amends the presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The guidance requires footnote disclosures regarding the changes in accumulated other comprehensive income by component and the line items affected in the statements of earnings. The adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 5 of the Notes to the Condensed Consolidated Financial Statements.

In January 2013, the FASB issued authoritative guidance requiring new asset and liability offsetting disclosures for derivatives, repurchase agreements and security lending transactions to the extent that they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement. We do not have any repurchase agreements and do not participate in securities lending transactions. Our derivative instruments are not offset in the financial statements. Accordingly, the adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure.  Additional information can be found in Note 6 of the Notes to the Condensed Consolidated Financial Statements.

INCOME TAXES

INCOME TAXES

The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where the income is earned.  The income tax rates imposed by these taxing authorities may vary substantially.  Taxable income may differ from pretax income for financial accounting purposes.  To the extent that these differences create differences between the tax basis of an asset or liability and its reported amount in the financial statements, an appropriate provision for deferred income taxes is made.

In its determination of which foreign earnings are permanently reinvested in foreign operations, the Company considers numerous factors, including the financial requirements of the U.S. parent company and those of its foreign subsidiaries, the U.S. funding needs for dividend payments and stock repurchases, and the tax consequences of remitting earnings to the U.S.  From this analysis, current year repatriation decisions are made in an attempt to provide a proper mix of debt and shareholder capital both within the U.S. and for non-U.S. operations.  The Company’s policy is to permanently reinvest its accumulated foreign earnings and only will make a distribution out of current year earnings to meet the cash needs at the parent company.  As such, the Company does not provide taxes on earnings that are deemed to be permanently reinvested.  The effective tax rate for 2013 includes the tax cost of repatriating $77 million of current year earnings, all of which was repatriated in the first half of 2013.

The Company provides a liability for the amount of tax benefits realized from uncertain tax positions.  This liability is provided whenever the Company determines that a tax benefit will not meet a more-likely-than-not threshold for recognition.  See Note 13 of the Notes to the Condensed Consolidated Financial Statements for more information.

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative Assets
Gross Amount	$ 3,561	$ 1,314
Net Amounts Presented in the Statement of Financial Position	3,561	1,314
Net Amount	3,561	1,314
Derivative Liabilities
Gross Amount	1,001	2,261
Net Amounts Presented in the Statement of Financial Position	1,001	2,261
Net Amount	$ 1,001	$ 2,261

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FAIR VALUE (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Liabilities
Fair value of long-term obligations	$ 370,000,000	$ 382,000,000
Assets and liabilities measured at fair value on recurring basis | Total
Assets
Forward exchange contracts, assets	3,561,000	1,314,000
Total assets at fair value	3,561,000	1,314,000
Liabilities
Forward exchange contracts, liabilities	1,001,000	2,261,000
Total liabilities at fair value	1,001,000	2,261,000
Assets and liabilities measured at fair value on recurring basis | Level 2
Assets
Forward exchange contracts, assets	3,561,000	1,314,000
Total assets at fair value	3,561,000	1,314,000
Liabilities
Forward exchange contracts, liabilities	1,001,000	2,261,000
Total liabilities at fair value	$ 1,001,000	$ 2,261,000

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Domestic Plans
Components of net periodic benefit cost:
Service cost	$ 2,135,000	$ 1,831,000	$ 6,405,000	$ 5,443,000
Interest cost	1,248,000	1,247,000	3,744,000	3,706,000
Expected return on plan assets	(1,443,000)	(1,422,000)	(4,331,000)	(4,227,000)
Amortization of net loss	1,276,000	978,000	3,827,000	2,907,000
Amortization of prior service cost		1,000	2,000	3,000
Net periodic benefit cost	3,216,000	2,635,000	9,647,000	7,832,000
Defined benefit plans, employer contributions	10,000,000		10,000,000
Foreign Plans
Components of net periodic benefit cost:
Service cost	974,000	573,000	2,902,000	1,601,000
Interest cost	668,000	660,000	1,991,000	1,935,000
Expected return on plan assets	(454,000)	(371,000)	(1,353,000)	(1,138,000)
Amortization of net loss	353,000	116,000	1,053,000	355,000
Amortization of prior service cost	93,000	88,000	278,000	270,000
Net periodic benefit cost	1,634,000	1,066,000	4,871,000	3,023,000
Expected contribution in current fiscal year	4,300,000		4,300,000
Defined benefit plans, employer contributions			$ 2,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
INCOME TAXES
Current year earnings repatriated	$ 77

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
INVENTORIES
Inventories accounted for by using the LIFO method (as a percent)	19.00%	19.00%
Inventories, by component
Raw materials	$ 113,673	$ 125,889
Work in process	109,062	75,261
Finished goods	134,575	127,393
Total	357,310	328,543
Less LIFO reserve	(7,620)	(6,658)
Total	$ 349,690	$ 321,885

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 6 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company maintains a foreign exchange risk management policy designed to establish a framework to protect the value of the Company’s non-functional denominated transactions from adverse changes in exchange rates.  Sales of the Company’s products can be denominated in a currency different from the currency in which the related costs to produce the product are denominated.  Changes in exchange rates on such inter-country sales or intercompany loans can impact the Company’s results of operations.  The Company’s policy is not to engage in speculative foreign currency hedging activities, but to minimize its net foreign currency transaction exposure defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency.  The Company may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks.

For derivative instruments designated as hedges, the Company formally documents the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness.  Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s operations are located outside of the United States.  Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of the Company’s foreign entities.  A weakening U.S. dollar relative to foreign currencies has an additive translation effect on the Company’s financial condition and results of operations.  Conversely, a strengthening U.S. dollar has a dilutive effect.  The Company in some cases maintains debt in these subsidiaries to offset the net asset exposure.  The Company does not otherwise actively manage this risk using derivative financial instruments.  In the event the Company plans on a full or partial liquidation of any of its foreign subsidiaries where the Company’s net investment is likely to be monetized, the Company will consider hedging the currency exposure associated with such a transaction.

OTHER

As of September 30, 2013, the Company has recorded the fair value of foreign currency forward exchange contracts of $3.5 million in prepaid and other, $31 thousand in miscellaneous other assets, $0.8 million in accounts payable and accrued liabilities, and $0.2 million in deferred and other non-current liabilities in the balance sheet.  All forward exchange contracts outstanding as of September 30, 2013 had an aggregate contract amount of $160 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2013

and December 31, 2012

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2013		December 31, 2012
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	3,530	$	332
Foreign Exchange Contracts	Miscellaneous Other Assets	31		982
		$	3,561	$	1,314
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	838	$	2,097
Foreign Exchange Contracts	Deferred and other non-current liabilities	163		164
		$	1,001	$	2,261

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Quarters Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,894	$	(81	)
		$	2,894	$	(81	)

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Nine Months Ended September 30, 2013 and September 30, 2012

Derivatives Not Designated as	Location of Gain or (Loss) Recognized in	Amount of Gain or (Loss) Recognized in Income on Derivative
Hedging Instruments	Income on Derivative	2013		2012
Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	2,851	$	(1,316	)
		$	2,851	$	(1,316	)

				Net Amounts		Gross Amounts not Offset in the
			Gross Amounts	Presented in		Statement of Financial Position
	Gross		Offset in the	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
2013
Derivative Assets	$	3,561	--	$	3,561	--	--	$	3,561
Total Assets	$	3,561	--	$	3,561	--	--	$	3,561
Derivative Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
Total Liabilities	$	1,001	--	$	1,001	--	--	$	1,001
2012
Derivative Assets	$	1,314	--	$	1,314	--	--	$	1,314
Total Assets	$	1,314	--	$	1,314	--	--	$	1,314
Derivative Liabilities	$	2,261	--	$	2,261	--	--	$	2,261
Total Liabilities	$	2,261	--	$	2,261	--	--	$	2,261

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2013

SEGMENT INFORMATION

Financial information regarding the Company's reportable segments

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Total Revenue:
Beauty + Home	$	379,250		$	362,077		$	1,125,261		$	1,115,766
Pharma	172,360			156,044			524,248			429,278
Food + Beverage	75,531			75,245			244,434			226,751
Total Revenue	627,141			593,366			1,893,943			1,771,795
Less: Intersegment Sales:
Beauty + Home	$	3,199		$	3,601		$	10,754		$	10,855
Pharma	90			(56		)	178			156
Food + Beverage	208			223			293			1,185
Total Intersegment Sales	$	3,497		$	3,768		$	11,225		$	12,196
Net Sales:
Beauty + Home	$	376,051		$	358,476		$	1,114,507		$	1,104,911
Pharma	172,270			156,100			524,070			429,122
Food + Beverage	75,323			75,022			244,141			225,566
Net Sales	$	623,644		$	589,598		$	1,882,718		$	1,759,599
Segment Income (1):
Beauty + Home	$	30,943		$	30,050		$	85,697		$	96,569
Pharma	44,737			34,194			141,154			104,676
Food + Beverage	7,688			9,611			28,102			24,142
Restructuring Initiatives and Related Depreciation	(2,664		)	--			(10,257		)	215
Corporate & Other	(8,113		)	(6,443		)	(27,605		)	(22,048		)
Income before interest and taxes	$	72,591		$	67,412		$	217,091		$	203,554
Interest expense, net	(4,265		)	(4,386		)	(13,093		)	(11,710		)
Income before income taxes	$	68,326		$	63,026		$	203,998		$	191,844

(1) The Company evaluates performance of its business units and allocates resources based upon segment income.  Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and related depreciation, and income taxes. Restructuring Initiatives and Related Depreciation includes the following income/(expense) items for the three and nine months ended September 30, 2013 as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013			2012
European Restructuring Plan
Depreciation	$	484	$	--	$	1,499		$	--
Employee Severance and Other Costs	2,180		--		8,802			--
Prior Year Initiatives	--		--		(44		)	(215		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	2,664	$	--	$	10,280		$	(105	)
Pharma	--		--		--			--
Food + Beverage	--		--		(23		)	(110		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)

Restructuring Initiatives and Related Depreciation Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013			2012
European Restructuring Plan
Depreciation	$	484	$	--	$	1,499		$	--
Employee Severance and Other Costs	2,180		--		8,802			--
Prior Year Initiatives	--		--		(44		)	(215		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	2,664	$	--	$	10,280		$	(105	)
Pharma	--		--		--			--
Food + Beverage	--		--		(23		)	(110		)
Total Restructuring Initiatives and Related Depreciation Expense	$	2,664	$	--	$	10,257		$	(215	)

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Aggregate amount of forward exchange contracts, outstanding	$ 160,000,000
Fair Value of Derivative Instruments
Derivative Assets	3,561,000	1,314,000
Derivative Liabilities	1,001,000	2,261,000
Derivative Contracts Not Designated as Hedging Instruments
Fair Value of Derivative Instruments
Derivative Assets	3,561,000	1,314,000
Derivative Liabilities	1,001,000	2,261,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Prepaid and other
Fair Value of Derivative Instruments
Derivative Assets	3,530,000	332,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Miscellaneous Other Assets
Fair Value of Derivative Instruments
Derivative Assets	31,000	982,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts payable and accrued liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	838,000	2,097,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Deferred and other non-current liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	$ 163,000	$ 164,000

XML

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 9 — EARNINGS PER SHARE

AptarGroup’s authorized common stock consists of 199 million shares, having a par value of $.01 each.  Information related to the calculation of earnings per share is as follows:

	Three months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	45,264	$	45,264	$	42,127	$	42,127
Average equivalent shares
Shares of common stock	66,092		66,092		66,541		66,541
Effect of dilutive stock based compensation
Stock options	1,887		--		1,804		--
Restricted stock	7		--		8		--
Total average equivalent shares	67,986		66,092		68,353		66,541
Net income per share	$	0.67	$	0.68	$	0.62	$	0.63

	Nine months ended
	September 30, 2013				September 30, 2012
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	135,095	$	135,095	$	127,622	$	127,622
Average equivalent shares
Shares of common stock	66,222		66,222		66,439		66,439
Effect of dilutive stock based compensation
Stock options	2,041		--		2,259		--
Restricted stock	10		--		13		--
Total average equivalent shares	68,273		66,222		68,711		66,439
Net income per share	$	1.98	$	2.04	$	1.86	$	1.92

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ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

9 Months Ended

Sep. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

NOTE 5 — ACCUMULATED OTHER COMPREHENSIVE INCOME/ (LOSS)

Changes in Accumulated Other Comprehensive Income by Component:

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance – December 31, 2011	$	100,593		$	(39,907	)	$	(368	)	$	60,318
Other comprehensive loss before reclassifications	(9,795		)	--			--			(9,795		)
Amounts reclassified from accumulated other comprehensive income	--			2,234			187			2,421
Net current-period other comprehensive (loss)/income	(9,795		)	2,234			187			(7,374		)
Balance - September 30, 2012	$	90,798		$	(37,673	)	$	(181	)	$	52,944
Balance – December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications	16,275			--			--			16,275
Amounts reclassified from accumulated other comprehensive income	--			3,294			39			3,333
Net current-period other comprehensive income	16,275			3,294			39			19,608
Balance - September 30, 2013	$	136,372		$	(55,954	)	$	(127	)	$	80,291

Reclassifications Out of Accumulated Other Comprehensive Income:

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Three months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	1,629		$	1,094		(a)
Amortization of prior service cost	93			89			(a)
	1,722			1,183			Total before tax
	(622		)	(441		)	Tax benefit
	$	1,100		$	742		Net of tax
Other
Changes in treasury locks	14			22			Interest Expense
	14			22			Total before tax
	(5		)	(8		)	Tax benefit
	$	9		$	14		Net of tax
Total reclassifications for the period	$	1,109		$	756

(a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Nine months ended September 30,	2013			2012
Defined Benefit Pension Plans
Amortization of net loss	$	4,880		$	3,262		(b)
Amortization of prior service cost	280			273			(b)
	5,160			3,535			Total before tax
	(1,866		)	(1,301		)	Tax benefit
	$	3,294		$	2,234		Net of tax
Other
Changes in treasury locks	60			67			Interest Expense
Net loss on derivatives	--			(10		)	Interest Income
	60			57			Total before tax
	(21		)	130			Tax benefit
	$	39		$	187		Net of tax
Total reclassifications for the period	$	3,333		$	2,421

(b) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 — Retirement and Deferred Compensation Plans for additional details).

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities:
Net income	$ 135,090	$ 127,566
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	108,259	98,501
Amortization	3,748	1,898
Stock based compensation	11,538	10,773
Provision for doubtful accounts	(516)	(327)
Deferred income taxes	(5,612)	(3,644)
Defined benefit plan expense	14,531	10,855
Equity in results of affiliates in excess of cash distributions received	609	518
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable	(42,531)	(14,365)
Inventories	(27,168)	(11,819)
Prepaid and other current assets	(15,416)	6,342
Accounts payable and accrued liabilities	8,544	(2,963)
Income taxes payable	10,312	4,716
Retirement and deferred compensation plans	(18,717)	(19,260)
Other changes, net	11,850	(11,273)
Net Cash Provided by Operations	194,521	197,518
Cash Flows from Investing Activities:
Capital expenditures	(110,350)	(133,016)
Disposition of property and equipment	2,207	2,430
Acquisition of business, net of cash acquired		(187,840)
Investment in unconsolidated affiliate	(13)	(279)
Notes receivable, net	(159)	7
Net Cash Used by Investing Activities	(108,315)	(318,698)
Cash Flows from Financing Activities:
Proceeds/(Repayments) from notes payable	31,908	(166,911)
Proceeds from long-term obligations		125,029
Repayments of long-term obligations	(25,491)
Dividends paid	(49,674)	(43,830)
Credit facility costs	(498)	(1,470)
Proceeds from stock option exercises	38,368	35,239
Purchase of treasury stock	(80,222)	(40,896)
Excess tax benefit from exercise of stock options	5,058	6,006
Net Cash Used by Financing Activities	(80,551)	(86,833)
Effect of Exchange Rate Changes on Cash	12,441	4,684
Net Increase/(Decrease) in Cash and Equivalents	18,096	(203,329)
Cash and Equivalents at Beginning of Period	229,755	377,616
Cash and Equivalents at End of Period	$ 247,851	$ 174,287

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STOCK-BASED COMPENSATION (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
STOCK-BASED COMPENSATION
Proceeds from stock option exercises	$ 38,368,000	$ 35,239,000
Stock options
STOCK-BASED COMPENSATION
Award vesting period	3 years
Expiration period	10 years
Compensation expense	11,500,000	10,800,000
Compensation expense, net of tax	7,700,000	7,200,000
Income tax benefit related to compensation expense	3,800,000	3,600,000
Weighted-average fair value of stock options granted (in dollars per share)	$ 10.16	$ 10.35
Grant date fair value of options vested	12,900,000	12,100,000
Proceeds from stock option exercises	38,400,000
Tax benefit realized for the tax deduction from option exercises	7,900,000
Unrecognized compensation cost expected to be recognized in future periods	12,000,000
Weighted-average period over which compensation cost is expected to be recognized	1 year 6 months
Stock options | Selling, research & development and administrative expenses
STOCK-BASED COMPENSATION
Compensation expense, net of tax	10,200,000	9,600,000
Stock Awards Plans | Stock options
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)	1.80%	1.80%
Expected Stock Price Volatility (as a percent)	22.70%	22.90%
Risk-free Interest Rate (as a percent)	1.30%	1.30%
Expected Life of Option	6 years 10 months 24 days	6 years 10 months 24 days
Stock options activity
Outstanding at the beginning of the period (in shares)	7,879,197
Granted (in shares)	1,385,300
Exercised (in shares)	(1,249,180)
Forfeited or expired (in shares)	(47,399)
Outstanding at the end of the period (in shares)	7,967,918
Exercisable at the end of the period (in shares)	5,396,418
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 37.27
Granted (in dollars per share)	$ 51.83
Exercised (in dollars per share)	$ 28.60
Forfeited or expired (in dollars per share)	$ 47.24
Outstanding at the end of the period (in dollars per share)	$ 41.10
Exercisable at the end of the period (in dollars per share)	$ 36.26
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	6 years 3 months 18 days
Exercisable at the end of the period	5 years 1 month 6 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	151,630,000
Exercisable at the end of the period	128,807,000
Intrinsic Value of Options Exercised	33,123,000	34,674,000
Stock Awards Plans | Restricted stock units
STOCK-BASED COMPENSATION
Award vesting period	3 years
Compensation expense, net of tax	574,000	438,000
Unrecognized compensation cost expected to be recognized in future periods	611,000
Weighted-average period over which compensation cost is expected to be recognized	1 year 6 months
Restricted stock unit activity
Balance at the beginning of the period (in shares)	25,862
Granted (in shares)	12,448
Vested (in shares)	(12,629)
Balance at the end of the period (in shares)	25,681
Weighted-Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 48.76
Granted (in dollars per share)	$ 54.92
Vested (in dollars per share)	$ 45.20
Nonvested at the end of the period (in dollars per share)	$ 53.49
Fair value of units vested	571,000	316,000
Intrinsic value of units vested	661,000	448,000
Director Stock Option Plans | Stock options
STOCK-BASED COMPENSATION
Weighted-average fair value of stock options granted (in dollars per share)	$ 10.89	$ 10.59
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)	1.90%	1.70%
Expected Stock Price Volatility (as a percent)	23.00%	22.50%
Risk-free Interest Rate (as a percent)	1.30%	1.30%
Expected Life of Option	6 years 10 months 24 days	6 years 10 months 24 days
Stock options activity
Outstanding at the beginning of the period (in shares)	276,667
Granted (in shares)	85,500
Exercised (in shares)	(48,333)
Outstanding at the end of the period (in shares)	313,834
Exercisable at the end of the period (in shares)	146,001
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 45.48
Granted (in dollars per share)	$ 56.49
Exercised (in dollars per share)	$ 43.11
Outstanding at the end of the period (in dollars per share)	$ 48.85
Exercisable at the end of the period (in dollars per share)	$ 42.05
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	7 years 9 months 18 days
Exercisable at the end of the period	6 years 4 months 24 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	3,541,000
Exercisable at the end of the period	2,640,000
Intrinsic Value of Options Exercised	$ 732,000	$ 937,000

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
EARNINGS PER SHARE
Authorized common stock (in shares)	199,000,000		199,000,000		199,000,000
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01		$ 0.01
Diluted
Income available to common shareholders (in dollars)	$ 45,264	$ 42,127	$ 135,095	$ 127,622
Shares of common stock	66,092,000	66,541,000	66,222,000	66,439,000
Total average equivalent shares	67,986,000	68,353,000	68,273,000	68,711,000
Net income per share, diluted (in dollars per share)	$ 0.67	$ 0.62	$ 1.98	$ 1.86
Basic
Income available to common shareholders (in dollars)	$ 45,264	$ 42,127	$ 135,095	$ 127,622
Shares of common stock	66,092,000	66,541,000	66,222,000	66,439,000
Net income per share, basic (in dollars per share)	$ 0.68	$ 0.63	$ 2.04	$ 1.92
Stock options
Diluted
Effect of dilutive stock based compensation (in shares)	1,887,000	1,804,000	2,041,000	2,259,000
Restricted stock
Diluted
Effect of dilutive stock based compensation (in shares)	7,000	8,000	10,000	13,000

XML

FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2013

FAIR VALUE

Schedule of fair values of financial assets and liabilities

As of September 30, 2013, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	3,561	$	--	$	3,561	$	--
Total assets at fair value	$	3,561	$	--	$	3,561	$	--
Liabilities
Forward exchange contracts (a)	$	1,001	$	--	$	1,001	$	--
Total liabilities at fair value	$	1,001	$	--	$	1,001	$	--

As of December 31, 2012, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	1,314	$	--	$	1,314	$	--
Total assets at fair value	$	1,314	$	--	$	1,314	$	--
Liabilities
Forward exchange contracts (a)	$	2,261	$	--	$	2,261	$	--
Total liabilities at fair value	$	2,261	$	--	$	2,261	$	--

(a)   Market approach valuation technique based on observable market transactions of spot and forward rates

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2013

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 12 — STOCK-BASED COMPENSATION

The Company issues stock options and restricted stock units to employees under Stock Awards Plans approved by shareholders.  Stock options are issued to non-employee directors for their services as directors under Director Stock Option Plans approved by shareholders.  Options are awarded with the exercise price equal to the market price on the date of grant and generally become exercisable over three years and expire 10 years after grant.  Restricted stock units generally vest over three years.

Compensation expense recorded attributable to stock options for the first nine months of 2013 was approximately $11.5 million ($7.7 million after tax).  The income tax benefit related to this compensation expense was approximately $3.8 million.  Approximately $10.2 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.  Compensation expense recorded attributable to stock options for the first nine months of 2012 was approximately $10.8 million ($7.2 million after tax).  The income tax benefit related to this compensation expense was approximately $3.6 million.  Approximately $9.6 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.

The Company uses historical data to estimate expected life and volatility.  The weighted-average fair value of stock options granted under the Stock Awards Plans was $10.16 and $10.35 per share in 2013 and 2012, respectively.  These values were estimated on the respective dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Awards Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.8	%	1.8	%
Expected Stock Price Volatility	22.7	%	22.9	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

The fair value of stock options granted under the Director Stock Option Plan was $10.89 and $10.59 per share during the first nine months of 2013 and 2012, respectively.  These values were estimated on the respective date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Director Stock Option Plans:
Nine months ended September 30,	2013		2012
Dividend Yield	1.9	%	1.7	%
Expected Stock Price Volatility	23.0	%	22.5	%
Risk-free Interest Rate	1.3	%	1.3	%
Expected Life of Option (years)	6.9		6.9

A summary of option activity under the Company’s stock option plans as of September 30, 2013, and changes during the nine months then ended is presented below:

	Stock Awards Plans					Director Stock Option Plans
				Weighted Average					Weighted Average
	Shares			Exercise Price		Shares			Exercise Price
Outstanding, January 1, 2013	7,879,197			$	37.27	276,667			$	45.48
Granted	1,385,300			51.83		85,500			56.49
Exercised	(1,249,180		)	28.60		(48,333		)	43.11
Forfeited or expired	(47,399		)	47.24		--			--
Outstanding at September 30, 2013	7,967,918			$	41.10	313,834			$	48.85
Exercisable at September 30, 2013	5,396,418			$	36.26	146,001			$	42.05
Weighted-Average Remaining Contractual Term (Years):
Outstanding at September 30, 2013	6.3					7.8
Exercisable at September 30, 2013	5.1					6.4
Aggregate Intrinsic Value ($000):
Outstanding at September 30, 2013	$	151,630				$	3,541
Exercisable at September 30, 2013	$	128,807				$	2,640
Intrinsic Value of Options Exercised ($000) During the Nine Months Ended:
September 30, 2013	$	33,123				$	732
September 30, 2012	$	34,674				$	937

The grant date fair value of options vested during the nine months ended September 30, 2013 and 2012 was $12.9 million and $12.1 million, respectively.  Cash received from option exercises was approximately $38.4 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $7.9 million in the nine months ended September 30, 2013.  As of September 30, 2013, the remaining valuation of stock option awards to be expensed in future periods was $12.0 million and the related weighted-average period over which it is expected to be recognized is 1.5 years.

The fair value of restricted stock unit grants is the market price of the underlying shares on the grant date.  A summary of restricted stock unit activity as of September 30, 2013, and changes during the period then ended is presented below:

			Weighted-Average
	Shares		Grant-Date Fair Value
Nonvested at January 1, 2013	25,862		$	48.76
Granted	12,448		54.92
Vested	(12,629	)	45.20
Nonvested at September 30, 2013	25,681		$	53.49

Compensation expense recorded attributable to restricted stock unit grants for the first nine months of 2013 and 2012 was approximately $574 thousand and $438 thousand, respectively.  The fair value of units vested during the nine months ended September 30, 2013 and 2012 was $571 thousand and $316 thousand, respectively.  The intrinsic value of units vested during the nine months ended September 30, 2013 and 2012 was $661 thousand and $448 thousand, respectively.  As of September 30, 2013 there was $611 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.5 years.

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STOCK REPURCHASE PROGRAM

9 Months Ended

Sep. 30, 2013

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAM

NOTE 8 — STOCK REPURCHASE PROGRAM

During the three and nine months ended September 30, 2013, the Company repurchased approximately 600 thousand and 1.4 million shares for aggregate amounts of $35.6 million and $80.2 million, respectively.  The timing of and total amount expended for share repurchases depends upon market conditions.  The Company announced the existing repurchase program on July 19, 2011 and on July 18, 2013 the Company’s Board of Directors authorized the Company to repurchase an additional four million shares of its outstanding common stock.  There is no expiration date for these repurchase programs.  As of September 30, 2013, the Company had remaining authorization to repurchase 4.6 million additional shares.

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RESTRUCTURING INITIATIVE

9 Months Ended

Sep. 30, 2013

RESTRUCTURING INITIATIVE

RESTRUCTURING INITIATIVE

NOTE 15 — RESTRUCTURING INITIATIVE

On November 1, 2012, the Company announced a plan to optimize certain capacity in Europe.  Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup is transferring and consolidating production capacity involving twelve facilities.  One facility has closed and another is expected to close by the end of 2013. These closures will impact approximately 170 employees.  The locations involved in the plan are facilities that are serving the beauty, personal care, food, beverage, and consumer health care markets.  The total costs associated with the plan are estimated to be approximately €14 million (approximately $19 million using current exchange rates) of which approximately €3 million (approximately $4 million using current exchange rates) relates to non-cash expenses and are included in depreciation and amortization in the Condensed Consolidated Statements of Income.  The cumulative expense incurred to date is $15.2 million.  As of September 30, 2013 we have recorded the following activity associated with our plan:

	Beginning		Net Charges for							Ending
	Reserve at		the Nine Months							Reserve at
	12/31/12		Ended 9/30/13		Cash Paid			FX Impact		9/30/13
Employee severance	$	3,158	$	6,735	$	(6,136	)	$	95	$	3,852
Other costs	--		2,067		(2,072		)	5		--
Totals	$	3,158	$	8,802	$	(8,208	)	$	100	$	3,852

In addition to the above charges, $1.5 million of accelerated depreciation was incurred in the first nine months of 2013.  This amount is included within depreciation and amortization in the Condensed Consolidated Statements of Income.

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INCOME TAX UNCERTAINTIES

9 Months Ended

Sep. 30, 2013

INCOME TAX UNCERTAINTIES

INCOME TAX UNCERTAINTIES

NOTE 13 — INCOME TAX UNCERTAINTIES

The Company had approximately $8.4 million and $8.5 million recorded for income tax uncertainties as of September 30, 2013 and December 31, 2012, respectively.  The $0.1 million change in income tax uncertainties was primarily the result of the expiration of the statute of limitations in several jurisdictions.  The amount, if recognized, that would impact the effective tax rate is $8.0 and $8.1 million, respectively.  The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $5 million in the next twelve months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 29, 2013
Document and Entity Information
Entity Registrant Name	APTARGROUP INC
Entity Central Index Key	0000896622
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		65,853,245
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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FAIR VALUE

9 Months Ended

Sep. 30, 2013

FAIR VALUE

FAIR VALUE

NOTE 14 — FAIR VALUE

Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

· Level 1:  Unadjusted quoted prices in active markets for identical assets and liabilities.

· Level 2:  Observable inputs other than those included in Level 1.  For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

· Level 3:  Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

As of September 30, 2013, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	3,561	$	--	$	3,561	$	--
Total assets at fair value	$	3,561	$	--	$	3,561	$	--
Liabilities
Forward exchange contracts (a)	$	1,001	$	--	$	1,001	$	--
Total liabilities at fair value	$	1,001	$	--	$	1,001	$	--

As of December 31, 2012, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Forward exchange contracts (a)	$	1,314	$	--	$	1,314	$	--
Total assets at fair value	$	1,314	$	--	$	1,314	$	--
Liabilities
Forward exchange contracts (a)	$	2,261	$	--	$	2,261	$	--
Total liabilities at fair value	$	2,261	$	--	$	2,261	$	--

(a)   Market approach valuation technique based on observable market transactions of spot and forward rates

The carrying amounts of the Company’s other current financial instruments such as cash and equivalents, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument.  The Company considers its long-term obligations a Level 2 liability and utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities.  The estimated fair value of the Company’s long-term obligations was $370 million as of September 30, 2013 and $382 million as of December 31, 2012.