8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


October 20, 2010
Date of Report (Date of earliest event reported)


Aptargroup, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-11846	36-3853103
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014

(Address of principal executive offices)

Registrant’s telephone number, including area code: 815-477-0424.

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02       Results of Operations and Financial Condition.

On October 20, 2010, Aptargroup, Inc. (“Aptargroup”) announced its results of operations and financial condition for the quarter and nine months ended September 30, 2010.  The press release regarding this announcement is furnished as Exhibit 99.1 hereto.

The information in Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


Item 9.01       Financial Statements and Exhibits.      

          (d) Exhibits

          99.1      Press release issued by Aptargroup, Inc. dated October 20, 2010.

SIGNATURES

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.
Date:	October 20, 2010	By:	/s/ Stephen J. Hagge
			Stephen J. Hagge
			Executive Vice President and Chief Operating Officer

2

Exhibit Index

99.1 Press Release issued by Aptargroup, Inc. dated October 20, 2010.

3

EX-99.1

Exhibit 99.1

Aptargroup Achieves Record Earnings on Solid Growth Across All Segments

CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--October 20, 2010--Aptargroup, Inc. (NYSE:ATR) today reported all-time high quarterly earnings per share. Also, the Board of Directors today declared a quarterly cash dividend of $.18 per share.

Third Quarter 2010 Summary

• Strong first half momentum continued in third quarter
• Broad-based growth reported across all segments
• Reported diluted earnings per share increased 42% to all-time record $.68
• Sales excluding currency effects rose 14%
• Improved capacity utilization contributed to earnings growth

THIRD QUARTER RESULTS

For the quarter ended September 30, 2010, reported sales increased 9% to $517.5 million from $473.7 million a year ago despite the negative effects of changes in currency rates.

Third Quarter Segment Sales Analysis (Change Over Prior Year)
	Beauty & Home		Closures		Pharma		Total Aptargroup
Product Sales (including tooling)	16	%	14	%	8	%	14	%
Currency Effects	-5	%	-3	%	-6	%	-5	%
Total Reported Growth	11	%	11	%	2	%	9	%

Commenting on the quarter, Peter Pfeiffer, President and CEO, said, “This was another strong broad-based quarter for our Company. Each of our business segments reported improved sales and income over the prior year. In particular, our Beauty & Home and Closures segments each posted double digit sales growth rates. Our Pharma segment also contributed to the strong quarterly results with increased sales over the prior year. Year over year demand increased in each of the end markets we serve, with notable increases coming from the fragrance/cosmetic and food/beverage markets.

Pfeiffer continued, “The strong demand, which was a continuation of the growth over the prior year that we experienced in the first half of the year, resulted in high volume levels and improved capacity utilization. Operating income rose to $71.1 million, up 34% over the prior year level of $52.9 million (which included approximately $2.6 million of consolidation/severance expenses). Reported diluted earnings per share increased 42% to a record $.68 per share, compared to $.48 per share in the prior year. Prior year earnings per share included the negative effect of $.03 per share from charges related to our consolidation/severance program.”

YEAR-TO-DATE RESULTS

Pfeiffer stated, “We are particularly pleased that our businesses across the board have continued to perform well through the first nine months of the year. Sales to each of the end markets we serve increased over the prior year. This success is attributable to our commitment to innovation, our reputation as a reliable and stable partner, and ultimately, the value we bring to our customers’ brands.”

Year-to-date sales increased 15% to $1.5 billion from $1.3 billion a year ago. Changes in exchange rates had no effect on the year-to-date sales. Operating income increased to $206.8 million, up 46% from $141.5 million a year ago (which included approximately $5.7 million of consolidation/severance expenses). Reported diluted earnings per share increased 50% to $1.90 per share compared to $1.27 per share a year ago. Prior year earnings per share included a negative effect of $.05 per share from charges related to the Company’s consolidation/severance program.

OUTLOOK

Pfeiffer commented, “Looking forward, we are coming up against a more difficult comparison to a record fourth quarter of last year that was influenced by rebounding markets and the strong euro relative to the dollar. Today, the markets are returning to more normal patterns and the euro is in a weaker position than a year ago. We remain confident that our diverse business model will continue to be a buffer should there be any deceleration to the recent economic recoveries in the U.S. and Europe. We currently expect fourth quarter diluted earnings per share to be in the range of $.53 to $.58 per share compared to $.52 per share reported last year. Last year’s earnings per share included the negative effect of $.02 per share from charges related to our consolidation/severance program.”

CASH DIVIDEND AND SHARE REPURCHASE PROGRAM

The Board of Directors declared a quarterly dividend of $.18 per share, payable November 24, 2010 to shareholders of record as of November 3, 2010. Also during the quarter, the Company repurchased approximately 600,000 shares of common stock for approximately $25.8 million leaving approximately 2.3 million shares authorized for repurchase at the end of the third quarter.

OPEN CONFERENCE CALL

There will be a conference call on Thursday, October 21, 2010 at 8:00 a.m. CDT to discuss the Company’s third quarter results for 2010. The call will last approximately one hour. Interested parties are invited to listen to a live webcast by visiting the Investor Relations page at www.aptar.com. Replay of the conference call can also be accessed on the Investor Relations page of the web site.

Aptargroup, Inc. is a leading global supplier of a broad range of innovative dispensing systems for the fragrance/cosmetic, personal care, pharmaceutical, household and food/beverage markets. Aptargroup is headquartered in Crystal Lake, Illinois, with manufacturing facilities in North America, Europe, Asia and South America. For more information, visit the Aptargroup web site at www.aptar.com.

This press release contains 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 management’s beliefs as well as assumptions made by and information currently available to management. Accordingly, Aptargroup’s 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 including, but not limited to, economic, environmental or political conditions in the various markets and countries in which Aptargroup operates, changes in customer and/or consumer spending levels; financial conditions of customers and suppliers; fluctuations in the cost of raw materials, components and other input costs; the Company’s ability to increase prices, contain costs and improve productivity; the Company’s ability to successfully implement its strategic realignment; changes in capital availability or cost, including interest rate fluctuations; the competitive marketplace; fiscal and monetary policy; changes in foreign currency exchange rates; direct or indirect consequences of acts of war or terrorism; and labor relations. For additional information on these and other risks and uncertainties, please see Aptargroup’s filings with the Securities and Exchange Commission, including its Form 10-K’s and Form 10-Q’s. Readers are cautioned not to place undue reliance on forward-looking statements. Aptargroup undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(In Thousands, Except Per Share Data)
CONSOLIDATED STATEMENTS OF INCOME
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net Sales	$	517,537		$	473,668		$	1,545,929		$	1,345,992
Cost of Sales (exclusive of depreciation shown below)		342,539			320,675			1,018,870			899,222
Selling, Research & Development and Administrative		71,105			64,370			221,014			204,971
Depreciation and Other Amortization		32,403			33,054			98,877			94,590
Facilities Consolidation and Severance Expenses		381			2,631			381			5,726
Operating Income		71,109			52,938			206,787			141,483
Other Income/(Expense):
Interest Expense		(3,477	)		(3,965	)		(10,580	)		(12,569	)
Interest Income		774			772			2,048			2,758
Miscellaneous, net		(260	)		(164	)		(2,401	)		(1,393	)
Income before Income Taxes		68,146			49,581			195,854			130,279
Provision for Income Taxes		21,125			16,114			62,979			41,746
Net Income	$	47,021		$	33,467		$	132,875		$	88,533
Net (Income)/Loss Attributable to Noncontrolling Interests		(38	)		31			(175	)		90
Net Income Attributable to Aptargroup, Inc.	$	46,983		$	33,498		$	132,700		$	88,623
Net Income Attributable to Aptargroup, Inc. Per Common Share:
Basic	$	0.70		$	0.49		$	1.97		$	1.31
Diluted	$	0.68		$	0.48		$	1.90		$	1.27
Average Numbers of Shares Outstanding:
Basic		67,213			67,691			67,471			67,691
Diluted		69,374			69,489			69,921			69,790

APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
CONSOLIDATED BALANCE SHEETS
	September 30, 2010		December 31, 2009
ASSETS
Cash and Equivalents	$	328,225	$	332,964
Receivables, net		368,086		319,787
Inventories		269,953		230,807
Other Current Assets		74,680		59,933
Total Current Assets		1,040,944		943,491
Net Property, Plant and Equipment		733,643		764,068
Goodwill, net		227,440		230,578
Other Assets		15,787		18,056
Total Assets	$	2,017,814	$	1,956,193
LIABILITIES AND EQUITY
Short-Term Obligations	$	160,914	$	128,355
Accounts Payable and Accrued Liabilities		337,463		288,960
Total Current Liabilities		498,377		417,315
Long-Term Obligations		159,660		209,616
Deferred Liabilities		68,968		75,626
Total Liabilities		727,005		702,557
Aptargroup, Inc. Stockholders' Equity		1,289,831		1,252,845
Noncontrolling Interests in Subsidiaries		978		791
Total Equity		1,290,809		1,253,636
Total Liabilities and Equity	$	2,017,814	$	1,956,193

APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
SEGMENT INFORMATION
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
NET SALES
Beauty & Home	$	266,813		$	239,621		$	793,972		$	665,234
Closures		138,963			124,788			420,786			365,051
Pharma		111,760			109,258			331,170			315,705
Other		1			1			1			2
Total Net Sales	$	517,537		$	473,668		$	1,545,929		$	1,345,992
SEGMENT INCOME (1)
Beauty & Home (2)	$	30,630		$	16,815		$	87,760		$	38,769
Closures (2)		15,403			10,443			51,890			35,800
Pharma		35,169			31,269			96,811			91,752
Corporate Expenses and Other		(10,391	)		(5,722	)		(32,250	)		(26,141	)
Total Income Before Interest and Taxes	$	70,811		$	52,805		$	204,211		$	140,180
Interest Expense, Net		(2,703	)		(3,193	)		(8,532	)		(9,811	)
Net Income/(Loss) Attributable to Noncontrolling Interests		38			(31	)		175			(90	)
Income before Income Taxes	$	68,146		$	49,581		$	195,854		$	130,279
SEGMENT INCOME AS % OF NET SALES
Beauty & Home		11.5	%		7.0	%		11.1	%		5.8	%
Closures		11.1	%		8.4	%		12.3	%		9.8	%
Pharma		31.5	%		28.6	%		29.2	%		29.1	%
Notes to Condensed Consolidated Financial Statements:
(1) - The Company evaluates performance of its business units and allocates resources based upon income before
interest expense net of interest income, stock option and corporate expenses, income taxes and certain unusual
items.
(2) Included in the segment income figures reported above, are consolidation/severance expenses as follows:
CONSOLIDATION/SEVERANCE EXPENSES
Beauty & Home	$	-		$	(1,246	)	$	-		$	(1,503	)
Closures		(381	)		(1,385	)		(381	)		(4,223	)
Total Consolidation/Severance Expenses	$	(381	)	$	(2,631	)	$	(381	)	$	(5,726	)

CONTACT:
Aptargroup, Inc.
Stephen J. Hagge, 815-477-0424