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


April 25, 2013
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 April 25, 2013, AptarGroup, Inc. (“AptarGroup”) announced certain information related to its results of operations for the quarter ended March 31, 2013.  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 April 25, 2013.        

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:	April 25, 2013	By:	/s/ Robert W. Kuhn
			Robert W. Kuhn
			Executive Vice President,
			Chief Financial Officer and Secretary

2

Exhibit Index

99.1 Press Release issued by AptarGroup, Inc. dated April 25, 2013.

3

EX-99.1

Exhibit 99.1

AptarGroup Reports Record Quarterly Revenue with Earnings Per Share before Restructuring Charges Equal to Prior Year

CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--April 25, 2013--AptarGroup, Inc. (NYSE:ATR) today reported first quarter results. Reported revenue reached an all-time quarterly record. Earnings per share before restructuring charges were equal with the prior year first quarter results.

First Quarter 2013 Summary

• Reported sales increased 4% to a quarterly record of $618 million (core sales excluding currency effects and the Aptar Stelmi acquisition decreased 1%)
• Latin America and Asia sales growth remained strong
• Reported earnings per share of $0.59 included the negative impact of $0.05 per share from charges related to the European Operations Optimization plan
• Earnings per share excluding the charges related to the European Operations Optimization plan equaled the prior year’s reported earnings per share of $0.64
• Beauty + Home segment’s sales and income were negatively impacted by softer than anticipated volumes in the U.S.
• Pharma segment’s core sales were negatively affected by the anticipated softness in the U.S. generic allergy market though profitability remained strong
• Aptar Stelmi contributed $0.06 to earnings per share
• Food + Beverage segment had a strong quarter with 13% sales growth and 26% segment income growth

FIRST QUARTER RESULTS

For the quarter ended March 31, 2013, reported sales increased 4% to $618 million from $592 million a year ago. Aptar Stelmi, which was acquired in July of 2012, contributed approximately $35 million or 6% to the quarterly sales growth. Changes in currency exchange rates negatively impacted sales by approximately 1%.

First Quarter Segment Sales Analysis
(Change Over Prior Year)
	Beauty +		Food +	Total
	Home	Pharma	Beverage	AptarGroup
Core Sales	-3%	-4%	13%	-1%
Currency Effects	-1%			-1%
Acquisitions		25%		6%
Total Reported Growth	-4%	21%	13%	4%

Commenting on the quarter, Stephen Hagge, President and CEO, said, “Looking at our sales for the quarter, our Beauty + Home segment was negatively affected by weak volumes in the U.S. beauty and personal care markets. Our Pharma segment was negatively impacted by the anticipated softness in the U.S. generic allergy market and also decreased demand from the European consumer health care market. Aptar Stelmi had a terrific quarter and contributed approximately $35 million in sales. Demand for our Food + Beverage dispensing systems was strong in the quarter. Also, lower custom tooling sales across each segment had a negative effect on our core sales growth. Our operations in Latin America and Asia posted another quarter of strong growth.”

Hagge continued, “Our earnings in the quarter, before any effect of the European Operations Optimization plan, were negatively impacted by a decline in our Beauty + Home segment’s income that was primarily due to weak sales and certain operational inefficiencies in the U.S. In spite of the soft U.S. generic allergy and European consumer health care markets, our legacy Pharma business maintained a strong level of profitability. Also, Aptar Stelmi achieved a high level of productivity and, as a result, posted strong earnings for the quarter. In addition, our Food + Beverage segment was able to leverage their strong sales volumes and increase profitability compared to the prior year. We did experience higher resin costs in the quarter, but we were able to mitigate some of the impact due to our pass-through of the increases.”

In the quarter, the Company recognized charges related to its European Operations Optimization plan and this had a negative effect on earnings per share of $0.05. The Company’s previous earnings per share guidance for the first quarter did not include any impact from the optimization plan. First quarter earnings per share, excluding the charges related to this plan, were $0.64 and this equaled the prior year’s reported earnings per share for the same period.

EUROPEAN OPERATIONS OPTIMIZATION PLAN UPDATE

Commenting on the previously announced operations optimization plan, Hagge stated, “Our plan is progressing well and as expected.”

In the first quarter, the Company recognized approximately $4.5 million of expense related to the plan, of which $0.5 million were non-cash expenses. Using current exchange rates, the Company expects to recognize approximately $9 million in additional costs, most of which will be incurred in 2013. Annual savings of approximately $12 million are expected to begin later this year.

OUTLOOK

Regarding the Company’s outlook, Hagge stated, “Looking to the second quarter, we anticipate our Beauty + Home segment’s income to improve from the disappointing first quarter results. We are optimistic that our legacy Pharma business will see more normalized order levels in the U.S. generic allergy and European consumer health care markets in the second quarter. Also, Aptar Stelmi is expected to continue to perform well. Our Food + Beverage segment is expected to continue to grow over the prior year.”

Hagge continued, “Our second quarter earnings per share guidance does not include any impact from the costs of our European Operations Optimization plan. Currently, we anticipate earnings per share for the second quarter to be in the range of $0.73 to $0.78 compared to $0.61 per share a year ago. Prior year reported earnings per share included a negative impact of $0.05 per share related to costs associated with the Aptar Stelmi acquisition.”

OPEN CONFERENCE CALL

There will be a conference call on Friday, April 26, 2013 at 8:00 a.m. CT to discuss the Company’s first quarter results for 2013. 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 beauty, personal care, pharmaceutical, home care, food, and beverage markets. AptarGroup is headquartered in Crystal Lake, Illinois, with manufacturing facilities in North America, Europe, Asia and South America. For more information, visit 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 including the recent slowdown in Europe; 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; our ability to successfully integrate the Stelmi acquisition; the timing and successful completion of our European operations optimization plan; 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
	March 31,
	2013			2012
Net Sales	$	617,633		$	592,498
Cost of Sales (exclusive of depreciation
shown below)		418,486			401,070
Selling, Research & Development and
Administrative		94,307			88,499
Depreciation and Amortization (1)		36,171			32,554
Restructuring Initiatives		4,067			-
Operating Income		64,602			70,375
Other Income/(Expense):
Interest Expense		(5,081	)		(5,242	)
Interest Income		849			1,028
Equity in income of affiliates		(262	)		(131	)
Miscellaneous, net		(706	)		247
Income before Income Taxes		59,402			66,277
Provision for Income Taxes		19,424			22,464
Net Income	$	39,978		$	43,813
Net Loss Attributable to Noncontrolling Interests		51			(4	)
Net Income Attributable to AptarGroup, Inc.	$	40,029		$	43,809
Net Income Attributable to AptarGroup, Inc. Per Common Share:
Basic	$	0.61		$	0.66
Diluted	$	0.59		$	0.64
Average Numbers of Shares Outstanding:
Basic		66,155			66,196
Diluted		68,296			68,785

Notes to Condensed Consolidated Financial Statements:

(1) Depreciation and Amortization for the quarter ended March 31, 2013 included approximately $0.5 million of accelerated depreciation related to the European Operations Optimization plan.

APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
CONSOLIDATED BALANCE SHEETS
	March 31, 2013		December 31, 2012
ASSETS
Cash and Equivalents	$	225,104	$	229,755
Receivables, net		441,284		396,788
Inventories		326,248		321,885
Other Current Assets		98,762		90,505
Total Current Assets		1,091,398		1,038,933
Net Property, Plant and Equipment		834,978		848,233
Goodwill, net		344,712		351,552
Other Assets		81,482		85,694
Total Assets	$	2,352,570	$	2,324,412
LIABILITIES AND EQUITY
Short-Term Obligations	$	88,893	$	74,654
Accounts Payable and Accrued Liabilities		388,585		380,669
Total Current Liabilities		477,478		455,323
Long-Term Obligations		352,749		352,860
Deferred Liabilities		134,573		135,731
Total Liabilities		964,800		943,914
AptarGroup, Inc. Stockholders' Equity		1,387,212		1,379,890
Noncontrolling Interests in Subsidiaries		558		608
Total Equity		1,387,770		1,380,498
Total Liabilities and Equity	$	2,352,570	$	2,324,412

APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
SEGMENT INFORMATION
	Three Months Ended
	March 31,
	2013			2012
NET SALES
Beauty + Home	$	363,472		$	377,151
Pharma		168,869			140,043
Food + Beverage		85,292			75,304
Total Net Sales	$	617,633		$	592,498
SEGMENT INCOME (1)
Beauty + Home	$	24,415		$	32,972
Pharma (2)		45,980			39,372
Food + Beverage		8,550			6,788
Restructuring Initiatives & Related Depreciation (3)		(4,526	)		-
Corporate and Other		(10,785	)		(8,641	)
Total Income Before Interest and Taxes	$	63,634		$	70,491
Interest Expense, Net		(4,232	)		(4,214	)
Income before Income Taxes	$	59,402		$	66,277
SEGMENT INCOME AS % OF NET SALES
Beauty + Home		6.7	%		8.7	%
Pharma (2)		27.2	%		28.1	%
Food + Beverage		10.0	%		9.0	%
Notes to Condensed Consolidated Financial Statements:
(1) - The Company evaluates performance of its business units and allocates resources based upon segment income defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and income taxes.
(2) - Pharma segment income as a percent of net sales would have been approximately 29.3% for the first quarter of 2013 if the effects of the Aptar Stelmi acquisition had been excluded.
(3) - Restructuring Initiatives & Related Depreciation includes the following income/(expense) items:
Depreciation:	2013			2012
European Operations Optimization Plan	$	(459	)
Restructuring Initiatives:
European Operations Optimization Plan	$	(4,067	)
Total Restructuring Initiatives & Related Depreciation	$	(4,526	)	$	-

CONTACT:
AptarGroup, Inc.
Matthew DellaMaria, 815-477-0424