APTARGROUP INC (Form: 10-Q, Received: 11/02/2011 15:50:40)

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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, 2011

[ ] 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 ¨

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. (Check one):

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 27, 2011
Common Stock, $.01 par value per share		66,070,238 shares

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AptarGroup, Inc.

Form 10-Q

Quarter Ended September 30, 2011

INDEX

Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2011 and 2010	1

	Condensed Consolidated Balance Sheets - September 30, 2011 and December 31, 2010	2

	Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2011 and 2010	4

	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2011 and 2010	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Controls and Procedures	22

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

	Signature	24

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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,
	2011			2010			2011			2010

Net Sales	$	601,196		$	517,537		$	1,792,643		$	1,545,929
Operating Expenses :
Cost of sales (exclusive of depreciation and amortization shown below)	406,768			342,539			1,198,919			1,018,870
Selling, research & development and administrative	86,716			71,105			267,485			221,014
Depreciation and amortization	33,505			32,403			102,024			98,877
Facilities consolidation and severance	—			381			—			381
	526,989			446,428			1,568,428			1,339,142
Operating Income	74,207			71,109			224,215			206,787

Other Income (Expense) :
Interest expense	(4,141		)	(3,477		)	(13,368		)	(10,580		)
Interest income	1,626			774			4,722			2,048
Equity in results of affiliates	126			—			126			—
Miscellaneous, net	(580		)	(260		)	(1,286		)	(2,401		)
	(2,969		)	(2,963		)	(9,806		)	(10,933		)

Income before Income Taxes	71,238			68,146			214,409			195,854

Provision for Income Taxes	21,995			21,125			69,411			62,979

Net Income	$	49,243		$	47,021		$	144,998		$	132,875

Net Loss (Income) Attributable to Noncontrolling Interests	$	54		$	(38	)	$	65		$	(175	)

Net Income Attributable to AptarGroup, Inc.	$	49,297		$	46,983		$	145,063		$	132,700

Net Income Attributable to AptarGroup, Inc. Per Common Share:
Basic	$	0.74		$	0.70		$	2.17		$	1.97
Diluted	$	0.72		$	0.68		$	2.08		$	1.90

Average Number of Shares Outstanding:
Basic	66,381			67,213			66,747			67,471
Diluted	68,677			69,374			69,616			69,921

Dividends per Common Share	$	0.22		$	0.18		$	0.58		$	0.48

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except per share amounts

	September 30,			December 31,
	2011			2010

Assets

Current Assets:
Cash and equivalents	$	371,429		$	376,427
Accounts and notes receivable, less allowance for doubtful accounts of $8,658 in 2011 and $8,560 in 2010	400,451			357,110
Inventories, net	297,430			272,255
Prepaid and other	87,170			58,191
	1,156,480			1,063,983

Property, Plant and Equipment:
Buildings and improvements	338,479			316,415
Machinery and equipment	1,699,222			1,621,475
	2,037,701			1,937,890
Less: Accumulated depreciation	(1,310,456		)	(1,231,557		)
	727,245			706,333
Land	20,912			18,651
	748,157			724,984

Other Assets:
Investments in affiliates	978			853
Goodwill	227,702			227,029
Intangible assets, net	3,387			5,242
Miscellaneous	9,657			10,627
	241,724			243,751
Total Assets	$	2,146,361		$	2,032,718

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except per share amounts

	September 30,			December 31,
	2011			2010

Liabilities and Stockholders’ Equity

Current Liabilities:
Notes payable	$	142,348		$	45,440
Current maturities of long-term obligations	3,472			50,126
Accounts payable and accrued liabilities	344,938			327,756
	490,758			423,322

Long-Term Obligations	255,801			258,773

Deferred Liabilities and Other:
Deferred income taxes	19,665			22,134
Retirement and deferred compensation plans	34,425			39,362
Deferred and other non-current liabilities	9,206			9,353
Commitments and contingencies	—			—
	63,296			70,849

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; 82.5 and 81.8 million shares issued as of September 30, 2011 and December 31, 2010, respectively	825			817
Capital in excess of par value	352,416			318,346
Retained earnings	1,385,307			1,279,013
Accumulated other comprehensive income	119,771			123,766
Less treasury stock at cost, 16.5 and 15.0 million shares as of September 30, 2011 and December 31, 2010, respectively	(522,590		)	(443,019		)
Total AptarGroup, Inc. Stockholders’ Equity	1,335,729			1,278,923
Noncontrolling interests in subsidiaries	777			851

Total Stockholders’ Equity	1,336,506			1,279,774
Total Liabilities and Stockholders’ Equity	$	2,146,361		$	2,032,718

See accompanying unaudited notes to condensed consolidated financial statements.

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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-
	Comprehensive			Retained			Comprehensive			Stock		Treasury			Excess of		Controlling			Total
	Income			Earnings			Income/(Loss)			Par Value		Stock			Par Value		Interest			Equity

Balance — December 31, 2009:				$	1,150,017		$	186,099		$	806	$	(356,548	)	$	272,471	$	791		$	1,253,636

Net income	132,875			132,700													175			132,875
Foreign currency translation adjustments	(42,379		)				(42,391		)								12			(42,379		)
Changes in unrecognized pension gains/losses and related amortization, net of tax	575						575													575
Changes in treasury locks, net of tax	62						62													62
Net gain on Derivatives, net of tax	1						1													1
Comprehensive income	$	91,134
Stock option exercises & restricted stock vestings										8					37,228					37,236
Cash dividends declared on common stock				(32,412		)														(32,412		)
Treasury stock purchased												(58,785		)						(58,785		)
Balance — September 30, 2010:				$	1,250,305		$	144,346		$	814	$	(415,333	)	$	309,699	$	978		$	1,290,809

Balance — December 31, 2010:				$	1,279,013		$	123,766		$	817	$	(443,019	)	$	318,346	$	851		$	1,279,774

Net income (loss)	144,998			145,063													(65		)	144,998
Foreign currency translation adjustments	(5,256		)				(5,274		)								18			(5,256		)
Changes in unrecognized pension gains/losses and related amortization, net of tax	1,213						1,213													1,213
Changes in treasury locks, net of tax	65						65													65
Net gain on Derivatives, net of tax	1						1													1
Comprehensive income	$	141,021
Stock option exercises & restricted stock vestings										8		69			34,070					34,147
Cash dividends declared on common stock				(38,769		)														(38,769		)
Non-Controlling interest distribution																	(27		)	(27		)
Treasury stock purchased												(79,640		)						(79,640		)
Balance — September 30, 2011:				$	1,385,307		$	119,771		$	825	$	(522,590	)	$	352,416	$	777		$	1,336,506

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

In thousands, brackets denote cash outflows

Nine Months Ended September 30,	2011			2010

Cash Flows from Operating Activities:
Net income	$	144,998		$	132,875
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	100,099			96,237
Amortization	1,925			2,640
Stock option based compensation	12,160			9,818
Provision for bad debts	1,188			333
Deferred income taxes	(4,710		)	(6,432		)
Facilities consolidation and severance	—			381
Retirement and deferred compensation plan expense	8,126			8,134
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable	(19,655		)	(57,571		)
Inventories	(29,230		)	(42,910		)
Prepaid and other current assets	(31,111		)	(10,851		)
Accounts payable and accrued liabilities	15,252			51,518
Income taxes payable	(3,747		)	15,294
Retirement and deferred compensation plans	(13,770		)	(8,780		)
Other changes, net	3,250			(4,227		)
Net Cash Provided by Operations	184,775			186,459

Cash Flows from Investing Activities:
Capital expenditures	(126,710		)	(87,043		)
Disposition of property and equipment	1,656			1,062
Intangible assets acquired	129			(77		)
Acquisition of businesses, net of cash acquired	—			(3,014		)
Notes receivable, net	48			—
Net Cash Used by Investing Activities	(124,877		)	(89,072		)

Cash Flows from Financing Activities:
Proceeds from notes payable	97,360			7,047
Proceeds from long-term obligations	—			1,789
Repayments of long-term obligations	(49,342		)	(25,885		)
Dividends paid	(38,769		)	(32,412		)
Proceeds from stock options exercises	17,098			23,590
Purchase of treasury stock	(79,640		)	(58,785		)
Excess tax benefit from exercise of stock options	4,564			3,532
Net Cash Used by Financing Activities	(48,729		)	(81,124		)

Effect of Exchange Rate Changes on Cash	(16,167		)	(21,002		)

Net Decrease in Cash and Equivalents	(4,998		)	(4,739		)
Cash and Equivalents at Beginning of Period	376,427			332,964
Cash and Equivalents at End of Period	$	371,429		$	328,225

See accompanying unaudited notes to condensed consolidated financial statements.

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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.

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, 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. 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, 2010. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

As previously discussed in the AptarGroup Form 10-Q for the quarterly period ended March 31, 2011, the Company revised certain foreign currency cash flow effects that should not have been reported within cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Accordingly, the Company changed the classification of these foreign currency effects to appropriately reflect such amounts within effect of exchange rate changes on cash within the Condensed Consolidated Statements of Cash Flows and has revised our Statement of Cash Flows for the nine months ended September 30, 2010 presented herein.

Effective at the beginning of fiscal year 2011, AptarGroup’s new organizational structure consists of three market-focused lines of business which are Beauty + Home, Pharma and Food + Beverage. This new structure is a strategic step to become more closely aligned with our customers and the markets in which they operate. Prior period information has been conformed to the new reporting structure.

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 October 2009, the FASB issued an update to existing guidance on revenue recognition for arrangements with multiple deliverables. This update allowed companies to allocate consideration received for qualified separate deliverables using estimated selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable. Additional disclosures discussing the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery, and significant factors and estimates used to determine estimated selling prices are required. The standard is effective for fiscal years beginning on or after June 15, 2010. The adoption of this standard had no impact on the 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 for taxes on earnings that are deemed to be permanently reinvested. The effective tax rate for 2011 includes the estimated tax cost of repatriating $82 million of current year earnings, which was repatriated in the second quarter of 2011.

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 12 for more information.

NOTE 2 - INVENTORIES

At September 30, 2011 and December 31, 2010, approximately 19% and 20%, respectively, of the total inventories are accounted for by using the LIFO method. Inventories, by component and net of reserves, consisted of:

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	September 30,			December 31,
	2011			2010

Raw materials	$	115,774		$	106,870
Work in progress	77,208			67,591
Finished goods	110,448			102,423
Total	303,430			276,884
Less LIFO Reserve	(6,000		)	(4,629		)
Total	$	297,430		$	272,255

NOTE 3 — GOODWILL AND OTHER INTANGIBLE ASSETS

As previously discussed in Note 1, we have changed our segments to align with our new organization structure. Upon this change, we reassigned our goodwill based on relative fair value to our reporting units. This reassignment is reflected in the below table in our gross opening goodwill balance.

The changes in the carrying amount of goodwill since the year ended December 31, 2010 are as follows by reporting segment:

	Beauty +				Food +			Corporate
	Home		Pharma		Beverage			and Other			Total

Goodwill	$	171,515	$	37,678	$	17,836		$	1,615		$	228,644
Accumulated impairment losses	—		—		—			(1,615		)	(1,615		)
Balance as of December 31, 2010	$	171,515	$	37,678	$	17,836		$	—		$	227,029
Foreign currency exchange effects	172		505		(4		)	—			673
Goodwill	$	171,687	$	38,183	$	17,832		$	1,615		$	229,317
Accumulated impairment losses	—		—		—			(1,615		)	(1,615		)
Balance as of September 30, 2011	$	171,687	$	38,183	$	17,832		$	—		$	227,702

The table below shows a summary of intangible assets as of September 30, 2011 and December 31, 2010.

		September 30, 2011							December 31, 2010
	Weighted Average	Gross							Gross
	Amortization	Carrying		Accumulated			Net		Carrying		Accumulated			Net
	Period (Years)	Amount		Amortization			Value		Amount		Amortization			Value

Amortized intangible assets:
Patents	11	$	19,662	$	(18,490	)	$	1,172	$	18,489	$	(16,008	)	$	2,481
License agreements and other	4	23,005		(20,790		)	2,215		25,345		(22,584		)	2,761
Total intangible assets	7	$	42,667	$	(39,280	)	$	3,387	$	43,834	$	(38,592	)	$	5,242

Aggregate amortization expense for the intangible assets above for the quarters ended September 30, 2011 and 2010 was $186 and $806, respectively. Aggregate amortization expense for the intangible assets above for the nine months ended September 30, 2011 and 2010 was $1,925 and $2,640, respectively.

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

2011	$	258	(remaining estimated amortization for 2011)
2012	617
2013	597
2014	704
2015	391

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, 2011.

NOTE 4 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

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	Domestic Plans						Foreign Plans
Three months ended September 30,	2011			2010			2011			2010

Service cost	$	1,405		$	1,220		$	517		$	404
Interest cost	1,165			1,072			650			571
Expected return on plan assets	(1,566		)	(1,054		)	(462		)	(333		)
Amortization of net loss	398			164			200			62
Amortization of prior service cost	1			1			97			87
Net periodic benefit cost	$	1,403		$	1,403		$	1,002		$	791

	Domestic Plans						Foreign Plans
Nine months ended September 30,	2011			2010			2011			2010

Service cost	$	4,095		$	3,587		$	1,547		$	1,233
Interest cost	3,392			3,151			1,945			1,745
Expected return on plan assets	(3,608		)	(3,098		)	(1,383		)	(1,018		)
Amortization of net loss	1,245			482			599			189
Amortization of prior service cost	3			3			291			265
Net periodic benefit cost	$	5,127		$	4,125		$	2,999		$	2,414

EMPLOYER CONTRIBUTIONS

In order to meet or exceed minimum funding levels required by U.S. law, the Company has contributed $12.2 million, as of September 30, 2011, to its domestic defined benefit plans and does not anticipate any further contribution during 2011. The Company also expects to contribute approximately $2.1 million to its foreign defined benefit plans in 2011, and as of September 30, 2011, has contributed approximately $0.7 million.

NOTE 5 — 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.

The Company maintains an interest rate risk management strategy to minimize significant, unanticipated earnings fluctuations that may arise from volatility in interest rates.

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.

FAIR VALUE HEDGES

During 2011, the Company maintained an interest rate swap to convert a portion of its fixed-rate debt into variable-rate debt. Under the interest rate swap contract, the Company exchanged, at specified intervals, the difference between fixed-rate and floating-rate amounts, which was calculated based on an agreed upon notional amount. On May 31, 2011, this interest rate swap contract matured and was not renewed. No gain or loss was recorded in the income statement in 2010 or nine months ended September 30, 2011 as any hedge ineffectiveness for the period was immaterial.

CASH FLOW HEDGES

During the three and nine months ended September 30, 2011, the Company did not recognize any net gain (loss) as any hedge ineffectiveness for the period was immaterial, and the Company did not recognize any net gain (loss) related to the portion of the hedging instrument excluded from the assessment of hedge effectiveness. The Company’s foreign currency forward contracts hedge forecasted transactions for approximately six months (March 2012).

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

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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, 2011, the Company has recorded the fair value of foreign currency forward exchange contracts of $0.9 million in prepaid and other, $2.4 million in accounts payable and accrued liabilities, and $1.9 million in deferred and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding as of September 30, 2011 had an aggregate contract amount of $182.9 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2011

and December 31, 2010

Derivative Contracts Designated as Hedging Instruments	Balance Sheet Location	September 30, 2011				December 31, 2010

Derivative Assets
Interest Rate Contracts	Miscellaneous	$			—	$	155
		$			—	$	155
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	274			$	309
Foreign Exchange Contracts	Deferred and other non-current liabilities	—				377
		$	274			$	686
Derivative Contracts Not Designated as Hedging Instruments
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$		866		$	1,660
		$		866		$	1,660
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$		2,084		$	1,089
Foreign Exchange Contracts	Deferred and other non-current liabilities	1,891				2,448
		$		3,975		$	3,537

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

for the Quarters Ended September 30, 2011 and September 30, 2010

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
	2011				2010
Foreign Exchange Contracts		$	(5	)		$	(6	)
		$	(5	)		$	(6	)

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		2011			2010
Foreign Exchange Contracts	Other (Expense) Miscellaneous, net		$	168		$	(3,207	)
			$	168		$	(3,207	)

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

for the Nine Months Ended September 30, 2011 and September 30, 2010

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
	2011		2010
Foreign Exchange Contracts	$	6	$	6
	$	6	$	6

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Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		2011			2010
Foreign Exchange Contracts	Other (Expense) Miscellaneous, net	$	(3,360	)	$	(4,334	)
		$	(3,360	)	$	(4,334	)

NOTE 6 — 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.

A competitor has filed a lawsuit against AptarGroup, Inc. alleging that certain processes utilized by AptarGroup, Inc. in the manufacture of a specific type of diptube infringe patents owned by the counterparty. This lawsuit seeks an exclusion order barring the manufacture of this specific diptube. The Company believes it has meritorious defenses against the suit and any unfavorable outcome is not expected to have a material impact on the Company’s financial condition or results of operations. Therefore, no accrual has been recorded related to this matter.

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 had no liabilities recorded for these agreements as of September 30, 2011.

NOTE 7 — STOCK REPURCHASE PROGRAM

On July 19, 2011, 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 this repurchase program.

During the three and nine months ended September 30, 2011, the Company repurchased approximately 800 thousand and 1.6 million shares for aggregate amounts of $38.8 million and $79.6 million, respectively. As of September 30, 2011, the Company had a remaining authorization to repurchase 4.1 million additional shares. The timing of and total amount expended for the share repurchase depends upon market conditions.

NOTE 8 — 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, 2011				September 30, 2010
	Diluted		Basic		Diluted		Basic

Consolidated operations
Income available to common stockholders	$	49,297	$	49,297	$	46,983	$	46,983

Average equivalent shares
Shares of common stock	66,381		66,381		67,213		67,213
Effect of dilutive stock based compensation
Stock options	2,291		—		2,147		—
Restricted stock	5		—		14		—
Total average equivalent shares	68,677		66,381		69,374		67,213
Net income per share	$	0.72	$	0.74	$	0.68	$	0.70

	Nine months ended
	September 30, 2011				September 30, 2010
	Diluted		Basic		Diluted		Basic

Consolidated operations
Income available to common stockholders	$	145,063	$	145,063	$	132,700	$	132,700

Average equivalent shares
Shares of common stock	66,747		66,747		67,471		67,471
Effect of dilutive stock based compensation
Stock options	2,863		—		2,438		—
Restricted stock	6		—		12		—
Total average equivalent shares	69,616		66,747		69,921		67,471
Net income per share	$	2.08	$	2.17	$	1.90	$	1.97

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NOTE 9 — 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 personal care, fragrance/cosmetic and household markets form the Beauty + Home segment. Operations that sell dispensing systems to the pharmaceutical market 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, 2010. The Company evaluates performance of its business segments and allocates resources based upon segment income. Segment income is defined as earnings before interest expense in excess of interest income, certain corporate expenses and income taxes. Beginning in 2011, the Company changed the segment income measure to include stock option and certain information technology costs that were historically maintained within Corporate & Other. Prior period information has been conformed to incorporate this change.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Total Revenue:
Beauty + Home	$	391,535		$	348,858		$	1,178,065		$	1,037,772
Pharma	146,521			117,543			417,793			348,889
Food + Beverage	68,101			54,295			211,350			169,714
Other	40			38			122			109
Total Revenue	606,197			520,734			1,807,330			1,556,484

Less: Intersegment Sales:
Beauty + Home	$	4,034		$	2,750		$	11,564		$	8,421
Pharma	76			23			641			104
Food + Beverage	851			387			2,360			1,922
Other	40			37			122			108
Total Intersegment Sales	$	5,001		$	3,197		$	14,687		$	10,555

Net Sales:
Beauty + Home	$	387,501		$	346,108		$	1,166,501		$	1,029,351
Pharma	146,445			117,520			417,152			348,785
Food + Beverage	67,250			53,908			208,990			167,792
Other	—			1			—			1
Net Sales	$	601,196		$	517,537		$	1,792,643		$	1,545,929

Segment Income (1):
Beauty + Home	$	32,025		$	34,324		$	104,555		$	101,316
Pharma	44,801			35,091			124,058			98,510
Food + Beverage	6,891			6,443			23,076			24,758
Corporate & Other	(9,964		)	(5,009		)	(28,634		)	(20,198		)
Income before interest and taxes	$	73,753		$	70,849		$	223,055		$	204,386
Interest expense, net	(2,515		)	(2,703		)	(8,646		)	(8,532		)
Income before income taxes	$	71,238		$	68,146		$	214,409		$	195,854

(1) Included in the Segment Income figures reported above are consolidation/severance expenses, for the three and nine months ended September 30, 2011 and September 30, 2010, as follows:

CONSOLIDATION/SEVERANCE EXPENSES

Beauty + Home	$	—	$	(444	)	$	—	$	(444	)
Pharma	—		—			—		—
Food + Beverage	—		63			—		63
Total Consolidation/Severance Expenses	$	—	$	(381	)	$	—	$	(381	)

NOTE 10 — ACQUISITIONS

In March 2010, the Company acquired certain equipment, inventory and intellectual property rights for approximately $3.0 million in cash. No debt was assumed in the transaction. The purchase price approximated the fair value of the assets acquired and therefore no goodwill was recorded. The results of operations subsequent to the acquisition are included in the statement of income. The assets acquired are included in the Food + Beverage reporting segment.

This acquisition did not have a material impact on the results of operations in 2011 or 2010 and therefore no proforma information is required.

NOTE 11 — STOCK-BASED COMPENSATION

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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 2011 was approximately $12.1 million ($8.5 million after tax), or $0.13 per basic share and $0.12 per diluted share. The income tax benefit related to this compensation expense was approximately $3.6 million. Approximately $11.2 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 2010 was approximately $9.8 million ($7.0 million after tax), or $0.10 per share (basic and diluted). The income tax benefit related to this compensation expense was approximately $2.9 million. Approximately $8.8 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 $11.36 and $9.18 per share in 2011 and 2010, 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,	2011		2010


Dividend Yield	1.7	%	1.8	%
Expected Stock Price Volatility	23.3	%	22.7	%
Risk-free Interest Rate	2.7	%	3.7	%
Expected Life of Option (years)	6.9		6.9

The fair value of stock options granted under the Director Stock Option Plan during the third quarter of 2011 was $12.00. The fair value of stock options granted under the Director Stock Option Plan during the third quarter of 2010 was $10.07. 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,	2011		2010

Dividend Yield	1.6	%	1.7	%
Expected Stock Price Volatility	22.9	%	22.6	%
Risk-free Interest Rate	2.5	%	3.4	%
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, 2011, and changes during the nine months then ended is presented below:

Stock Awards Plans

Director Stock Option Plans

Weighted Average

Shares

Exercise Price

Shares

Exercise Price

Outstanding, January 1, 2011

8,208,736

28.91

219,000

30.40

Granted

1,284,150

48.21

85,500

51.26

Exercised

(859,487

)

20.79

(34,500

)

22.79

Forfeited or expired

(37,030

)

33.72

—

Outstanding at September 30, 2011

8,596,369

32.59

270,000

37.98

Exercisable at September 30, 2011

6,104,374

28.91

125,836

29.15

Weighted-Average Remaining Contractual Term (Years):

Outstanding at September 30, 2011

6.1

7.3

Exercisable at September 30, 2011

4.9

5.3

Aggregate Intrinsic Value ($000):

Outstanding at September 30, 2011

107,324

2,369

Exercisable at September 30, 2011

95,097

1,953

Intrinsic Value of Options Exercised ($000) During the Nine Months Ended:

September 30, 2011

25,475

970

September 30, 2010

24,034

703

The fair value of shares vested during the nine months ended September 30, 2011 and 2010 was $11.1 million and $11.7 million, respectively. Cash received from option exercises was approximately $17.1 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $6.3 million in the nine months ended September 30, 2011. Cash received from option exercises was approximately $23.6 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $5.4 million in the nine months ended September 30, 2010. As of September 30,

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2011, the remaining valuation of stock option awards to be expensed in future periods was $9.8 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, 2011, and changes during the period then ended is presented below:

			Weighted-Average
	Shares		Grant-Date Fair Value

Nonvested at January 1, 2011	22,303		$	34.71
Granted	5,035		49.63
Vested	(10,045	)	34.44
Nonvested at September 30, 2011	17,293		$	39.21

Compensation expense recorded attributable to restricted stock unit grants for the first nine months of 2011 and 2010 was approximately $247 and $452 thousand, respectively . The fair value of units vested during the nine months ended September 30, 2011 and 2010 was $346 and $298 thousand, respectively. The intrinsic value of units vested during the nine months ended September 30, 2011 and 2010 was $492 and $330 thousand, respectively. As of September 30, 2011 there was $125 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted average period of 1.4 years.

NOTE 12 — INCOME TAX UNCERTAINTIES

The Company had approximately $10.0 and $10.9 million recorded for income tax uncertainties as of September 30, 2011 and December 31, 2010, respectively. The $0.9 million change in income tax uncertainties reflects the settlement of a tax examination. The amount, if recognized, that would impact the effective tax rate is $9.2 and $10.1 million, respectively. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease between $1 and $6 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 13 — 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, 2011, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Forward exchange contracts (b)	866		—		866		—
Total assets at fair value	$	866	$	—	$	866	$	—

*Liabilities*
Forward exchange contracts (b)	$	4,249	$	—	$	4,249	$	—
Total liabilities at fair value	$	4,249	$	—	$	4,249	$	—

As of December 31, 2010, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Interest rate swap (a)	$	155	$	—	$	155	$	—
Forward exchange contracts (b)	1,660		—		1,660		—
Total assets at fair value	$	1,815	$	—	$	1,815	$	—

*Liabilities*
Forward exchange contracts (b)	$	4,223	$	—	$	4,223	$	—
Total liabilities at fair value	$	4,223	$	—	$	4,223	$	—

(a) Based on third party quotation from financial institution

(b) 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 fair

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value of the Company’s long-term obligations is 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 $282 million as of September 30, 2011 and $274 million as of December 31, 2010.

NOTE 14 — FACILITIES CONSOLIDATION AND SEVERANCE

In the second quarter of 2009, the Company announced a plan to consolidate two French dispensing closure manufacturing facilities and several sales offices in North America and Europe and has subsequently expanded the program to include additional headcount reductions. The total costs associated with the consolidation/severance programs are $7.7 million. The plan has been substantially completed, subject to the settlement of remaining reserve balances.

As of September 30, 2011 we have recorded the following activity associated with our consolidation/severance programs:

	Beginning											Ending
	Reserve at		Net									Reserve at
	12/31/10		Charges			Cash Paid			FX Impact			9/30/11

Employee severance	$	1,299	$	(74	)	$	(61	)	$	6		$	1,170
Other costs	106		74			(73		)	(6		)	101
Totals	$	1,405	$	—		$	(134	)	$	—		$	1,271

NOTE 15 — COMPREHENSIVE INCOME

Comprehensive income for the three months ended September 30, 2011 and 2010 was as follows:

Three months ended September 30,	2011			2010

Net income (loss)	$	49,243		$	47,021
Foreign currency translation adjustment	(111,260		)	117,792
Changes in unrecognized pension gains/losses and related amortization, net of tax	429			186
Changes in treasury locks, net of tax	22			21
Net gain on Derivatives, net of tax	(5		)	(6		)
Comprehensive income	$	(61,571	)	$	165,014

NOTE 16 — SUBSEQUENT EVENT

In October 2011, the Company acquired TKH Plastics Pvt Ltd (“TKH”), a leading provider of injection molded dispensing closures in India. The Company acquired 100% of the outstanding common stock of TKH for approximately $17 million in cash and approximately $1 million in assumed debt. The acquisition was approved by the Board of Directors and will allow the Company to expand its geographical presence in India. The purchase was funded using cash flows from operations. The assets acquired will be included in the Beauty + Home reporting segment. This acquisition will not have a material impact on the results of operations in 2011 and therefore no proforma information will be required.

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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,
	2011		2010		2011		2010

Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	67.7		66.2		66.9		65.9
Selling, research & development and administrative	14.4		13.7		14.9		14.3
Depreciation and amortization	5.6		6.3		5.7		6.4
Facilities consolidation and severance	—		0.1		—		—
Operating Income	12.3		13.7		12.5		13.4
Other income (expense)	(0.5	)	(0.5	)	(0.5	)	(0.7	)
Income before income taxes	11.8		13.2		12.0		12.7

Net income	8.2	%	9.1	%	8.1	%	8.6	%

Effective Tax Rate	30.9	%	31.0	%	32.4	%	32.2	%

NET SALES

Net sales for the quarter and nine months ended September 30, 2011 were $601.2 million and $1.8 billion, respectively, representing an increase of 16% for both periods over the same periods a year ago. The average U.S. dollar exchange rate weakened compared to the Euro and other foreign currencies, such as the Brazilian Real and Swiss Franc, in the third quarter of 2011 compared to 2010. As a result, changes in exchange rates positively impacted sales by approximately 6% for the quarter and for the full year. The remaining 10% of sales increases for the three and nine months ended September 30, 2011, were due primarily to higher product and custom tooling sales to our customers.

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,
	2011		% of Total		2010		% of Total		2011		% of Total		2010		% of Total

Domestic	$	161,650	27	%	$	150,267	29	%	$	486,715	27	%	$	454,380	29	%
Europe	339,548		56	%	288,130		56	%	1,032,532		58	%	875,689		57	%
Other Foreign	99,998		17	%	79,140		15	%	273,396		15	%	215,860		14	%

COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)

Our cost of sales as a percent of net sales increased to 67.7% in the third quarter of 2011 compared to 66.2% in the third quarter of 2010.

The following factors negatively impacted our cost of sales percentage in the third quarter of 2011:

Lower Utilization of Overhead Costs in Certain Operations. Several of our business operations saw decreases in unit volumes produced and sold. As a result of these lower production levels, overhead costs were not utilized as well as in the prior year, thus negatively impacting cost of goods sold as a percentage of net sales.

Increased Sales of Custom Tooling. Sales of custom tooling increased $7.1 million in the third quarter of 2011 compared to the prior year third quarter. Traditionally, sales of custom tooling generate lower margins than our regular product sales and thus, an increase in sales of custom tooling negatively impacted cost of sales as a percentage of sales.

Weakening of the U.S. Dollar. We are a net importer from Europe into the U.S. of products produced in Europe with costs denominated in Euros. As a result, when the U.S. dollar or other currencies weaken against the Euro, products produced in

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Europe (with costs denominated in Euros) and sold in currencies that are weaker compared to the Euro, have a negative impact on cost of sales as a percentage of net sales.

The following factors positively impacted our cost of sales percentage in the third quarter of 2011:

Mix of Products Sold. Compared to the prior year, our Pharma and Food + Beverage segment sales represented a higher percentage of our overall sales. This positively impacts our cost of sales percentage as margins on our pharmaceutical, food and beverage products typically are higher than the overall company average.

Decreasing Raw Material Costs. Raw material costs, in particular plastic resin, decreased in the third quarter of 2011 compared to the third quarter of 2010. While the majority of these cost decreases are passed along to our customers in our selling prices, we experienced the usual lag in the timing of passing on these cost decreases.

Our cost of sales as a percent of net sales increased to 66.9% in the first nine months of 2011 compared to 65.9% in the first nine months of 2010. The increase is primarily due to the same factors mentioned above.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our Selling, Research & Development and Administrative expenses (“SG&A”) increased by approximately $15.6 million in the third quarter of 2011 compared to the same period a year ago. On a constant currency basis, the increase would have been approximately $10.2 million in the quarter. The majority of the increase is due to higher professional fees and personnel costs (particularly in the Food + Beverage segment). SG&A as a percentage of net sales also increased to 14.4% compared to 13.7% in the same period of the prior year due to the increases noted above.

SG&A increased by approximately $46.5 million for the nine months ended September 30, 2011 compared to the same period a year ago. On a constant currency basis, the increase would have been approximately $34.0 million for the nine month period. The increase is due primarily to the reason mentioned above as well as higher stock option expense in the first nine months of 2011 versus the prior year. For the nine months ended September 30, 2011, the percentage increased to 14.9% compared to 14.3% of net sales in the same period of the prior year.

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased approximately $1.1 million in the third quarter of 2011 to $33.5 million compared to $32.4 million in the third quarter of 2010. However, on a constant currency basis, the 2011 reported expense would have slightly decreased by approximately $1.0 million in the quarter. Due to the increase in sales, depreciation and amortization as a percentage of net sales decreased to 5.6% in the third quarter of 2011 compared to 6.3% for the same period a year ago.

Depreciation and amortization expenses increased approximately $3.1 million in the first nine months of 2011 to $102.0 million compared to $98.9 million for the first nine months of 2010. On a constant currency basis, the expense would have decreased by approximately $2.0 million for the nine month period. Depreciation and amortization as a percentage of net sales decreased to 5.7% for the nine months ended September 30, 2011 compared to 6.4% in the same period of the prior year.

FACILITIES CONSOLIDATION AND SEVERANCE

Facilities consolidation and severance expenses were $381 thousand in the third quarter of 2010. The amount represents the recognition of expenses related to the Company’s previously announced plan to consolidate several facilities and reduce headcount and changes in estimates. The cumulative total amount since the program was initiated during the second quarter of 2009 is $7.7 million.

OPERATING INCOME

Operating income increased approximately $3.1 million in the third quarter of 2011 to $74.2 million compared to $71.1 million in the same period in the prior year. Strong increases in sales volumes at each segment were able to offset lower capacity utilization, especially in certain of our Beauty + Home segment locations, contributing to the rise in operating income. Operating income as a percentage of net sales decreased to 12.3% in the third quarter of 2011 compared to 13.7% for the same period in the prior year mainly due to the higher percentage of cost of sales and SG&A cost compared to prior year as discussed above.

Operating income increased approximately $17.4 million in the first nine months of 2011 to $224.2 million compared to $206.8 million in the same period in the prior year. Operating income as a percentage of sales decreased to 12.5% in the first nine months of 2011 compared to 13.4% for the same period in the prior year. These changes are primarily due to the same reasons mentioned for the third quarter results.

NET OTHER EXPENSE

Net other expenses remained consistent at $3.0 million in the third quarter of 2011 compared to the same period in the prior year. A small increase in interest expense was offset by a similar increase in interest income.

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Net other expenses for the nine months ended September 30, 2011 decreased slightly to $9.8 million from $10.9 million in the same period in the prior year due primarily to lower foreign currency losses.

EFFECTIVE TAX RATE

The reported effective tax rate remained relatively constant at 30.9% and 32.4% for the three and nine months ended September 30, 2011, respectively, compared to 31.0% and 32.2% for the same periods ended September 30, 2010. During the third quarter of 2011, the tax rate was favorably impacted by a reduction in the amount of current year earnings that were planned to be repatriated from foreign operations in 2011. The tax rate for the third quarter of 2010 was favorably impacted by certain tax benefits that were recognized in Brazil.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup, Inc. of $49.3 million and $145.1 million in the third quarter and nine months ended September 30, 2011, respectively, compared to $47.0 million and $132.7 million for the same periods in the prior year.

BEAUTY + HOME SEGMENT

Beginning with the first quarter of 2011, we are reporting new business segments that reflect our realigned internal financial reporting structure. Prior period information has been conformed to the current presentation.

Operations that sell dispensing systems primarily to the personal care, fragrance/cosmetic and household markets form the Beauty + Home segment.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010

Net Sales	$	387,501		$	346,108		$	1,166,501		$	1,029,351
Segment Income (1)	32,025			34,324			104,555			101,316
Segment Income as a percentage of Net Sales	8.3		%	9.9		%	9.0		%	9.8		%

(1) The Company evaluates performance of its business segments and allocates resources based upon segment income. Segment income is defined as earnings before interest expense in excess of interest income, certain corporate expenses and income taxes. Beginning in 2011, the Company changed the segment income measure to include stock option and certain information technology costs that were historically maintained within Corporate & Other. Prior period information has been conformed to incorporate this change.

Net sales for the quarter ended September 30, 2011 increased 12% to $387.5 million compared to $346.1 million in the third quarter of the prior year. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 6% of the 12% increase in sales. Excluding changes in exchange rates, sales increased 6% in the third quarter of 2011 compared to the same quarter of the prior year. Sales, excluding foreign currency changes, to the fragrance/cosmetics were up 5% while personal care markets increased approximately 8% in the third quarter of 2011 compared to the same period in the prior year. Increases in customer tooling sales of $8.5 million account for the remaining sales growth.

Net sales increased 13% in the first nine months of 2011 to $1.2 billion compared to $1.0 billion in the first nine months of the prior year. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 5% of the 13% increase in sales. Excluding changes in exchange rates, sales increased 8% for the first nine months of 2011 compared to the same period of the prior year. Sales of our products, excluding foreign currency changes, to the fragrance/cosmetic and personal care markets increased approximately 12% and 5%, respectively, in the first nine months of 2011 compared to the first nine months of 2010 primarily due to increased demand for our fragrance and cosmetic and personal care dispensing systems .

Segment income for the third quarter of 2011 decreased approximately 7% to $32.0 million from $34.3 million reported in the same period in the prior year. Profitability decreased primarily due to underutilized capacity, increased legal fees and higher tooling sales, which typically carry lower margins than normal product sales.

Segment income for the first nine months of 2011 increased approximately 3% to $104.6 million compared to $101.3 million reported in the same period in the prior year. The profitability increase for the first nine months of 2011 is primarily due to the strength of fragrance/cosmetic sales in the first nine months as mentioned above.

PHARMA SEGMENT

Operations that sell dispensing systems to the pharmaceutical market form the Pharma segment.

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010

Net Sales	$	146,445		$	117,520		$	417,152		$	348,785
Segment Income	44,801			35,091			124,058			98,510
Segment Income as a percentage of Net Sales	30.6		%	29.9		%	29.7		%	28.2		%

Net sales for the Pharma segment increased by 25% in the third quarter of 2011 to $146.4 million compared to $117.5 million in the third quarter of 2011. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 10% of the 25% increase in sales. Sales excluding foreign currency changes to the prescription market increased 8% while sales to the consumer health care market increased 32%.

Net sales for the first nine months of 2011 increased approximately 20% to $417.2 million compared to $348.8 million in the first nine months of the prior year. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 9% of the 20% increase in sales. Sales, excluding foreign currency changes, to the prescription and consumer health care markets increased approximately 5% and 26%, respectively, in the first nine months of 2011 compared to the same period in the prior year.

Segment income in the third quarter of 2011 increased approximately 28% to $44.8 million compared to $35.1 million reported in the same period in the prior year. This increase is mainly attributed to higher sales and leveraging of our cost structure from increased unit volumes.

Segment income in the first nine months of 2011 increased approximately 26% to $124.1 million compared to $98.5 million reported in the same period of the prior year. This increase in segment income is due primarily to the same reasons mentioned above for the third quarter results.

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,
	2011			2010			2011			2010

Net Sales	$	67,250		$	53,908		$	208,990		$	167,792
Segment Income	6,891			6,443			23,076			24,758
Segment Income as a percentage of Net Sales	10.2		%	12.0		%	11.0		%	14.8		%

Net sales for the quarter ended September 30, 2011 increased approximately 25% to $67.3 million compared to $53.9 million in the third quarter of the prior year. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 4% of the 25% increase in sales. Approximately 3% of the product sales increase is tooling sales while t he pass through of higher resin costs on sales of closures represented 7% of the increase over the prior year. Excluding foreign currency changes, sales to the food market increased 13% while the beverage market increased approximately 42% mainly due to volume growth in our Asian region.

Net sales for the first nine months of 2011 increased approximately 25% to $209.0 million compared to $167.8 million in the first nine months of the prior year. The weakening of the U.S. dollar compared to the Euro positively impacted sales and represented approximately 4% of the 25% increase in sales. Sales excluding foreign currency changes to the food market increased 11% while the beverage markets increased approximately 44%. Consistent with the third quarter, these increases are mainly due to higher custom tooling sales and stronger demand across all regions and markets.

Segment income in the third quarter of 2011 increased approximately 7% to $6.9 million compared to $6.4 million during the same period in the prior year. Although we showed strong sales growth, start-up costs for our new U.S. facility and higher structure costs due to the implementation of this new segment combined to partially offset this sales growth.

Segment income in the first nine months of 2011 decreased approximately 7% to $23.1 million compared to $24.8 million reported in the same period of the prior year. Although we showed strong sales growth, a large percentage of this growth was tooling related which carries lower margins than normal product sales. Also, resin price increases and higher structure costs due to the implementation of this new segment combined to more than offset the increase in income resulting from the increase in sales.

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 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 condition and results of operations. 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.

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QUARTERLY TRENDS

Our results of operations in the last quarter of the year typically are negatively impacted by 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 higher 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 the year 2011 compared to 2010 is as follows:

	2011		2010

First Quarter	$	7.7	$	6.0
Second Quarter	1.7		2.2
Third Quarter	2.8		1.6
Fourth Quarter (estimated)	1.6		1.4
	$	13.8	$	11.2

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations and our revolving credit facility. Cash and equivalents decreased to $371.4 million at September 30, 2011 from $376.4 million at December 31, 2010. Total short and long-term interest bearing debt increased in the first nine months of 2011 to $401.6 million from $354.3 million at December 31, 2010. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholder’s equity plus Net Debt) was 2.2% at the end of September 2011 compared to a negative 1.8% at December 31, 2010.

In the first nine months of 2011, our operations provided approximately $184.8 million in cash flow compared to $186.5 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization. During the first nine months of 2011, we utilized the majority of our operating cash flows to finance capital expenditures and share repurchases.

We used $124.9 million in cash for investing activities during the first nine months of 2011, compared to $89.1 million during the same period a year ago. The increase in cash used for investing activities is mainly due to $39.7 million more spent on capital expenditures in the first nine months of 2011 compared to the first nine months of 2010 which is primarily related to the investment in our new Food + Beverage facility and increases in custom projects. Cash outlays for capital expenditures for 2011 are estimated to be approximately $170 million but could vary due to changes in exchange rates as well as the timing of capital projects.

We used approximately $48.7 million of cash on financing activities in the first nine months of 2011 compared to $81.1 million in cash used in the first nine months of the prior year. The decrease in cash used by financing activities is due primarily to the increase in short-term borrowings to fund higher amounts of repayments of long-term obligations and share repurchases in 2011.

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

		Requirement		Level at September 30, 2011
Debt to total capital ratio		Maximum of 55%		23.1%

Based upon the above debt to total capital ratio covenant we had the ability to borrow approximately an additional $1.2 billion at September 30, 2011 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 $371.4 million in cash and equivalents is located outside of the U.S.

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. 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, which historically have been the most significant use of cash for us. 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 19, 2011, the Board of Directors declared a quarterly dividend of $0.22 per share payable on November 30, 2011 to stockholders of record as of November 9, 2011.

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.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2011, the FASB amended the guidance on fair value measurement and disclosure requirements. The amended guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (IFRS). This guidance will be effective for the Company’s fiscal year ending December 31, 2012. The Company does not believe that this new guidance will have a material impact on its consolidated financial statements.

In June 2011, the FASB amended the guidance for the presentation of comprehensive income. The amended guidance eliminates certain options for presenting comprehensive income but does not change which components of comprehensive income are recognized in net income or other comprehensive income. The amended guidance is intended to enhance comparability between entities that report under generally accepted accounting principles and those that report under international financial reporting standards. This guidance will be effective for the Company’s fiscal year ending December 31, 2012. The Company does not believe that this new guidance will have a material impact on its consolidated financial statements.

In September 2011, the FASB amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This guidance will be effective for the Company’s fiscal year ending December 31, 2012, with early adoption permitted. The Company does not believe that this new guidance will have a material impact on its consolidated financial statements.

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.

OUTLOOK

As we look to the fourth quarter, we are seeing some caution on the part of certain customers as we head into the end of the year, primarily due to global economic uncertainties. We believe this situation is temporary and that customers are assessing inventory levels after a relatively active past 12 months. Some customers are also intensifying price pressures in light of an unstable economic outlook, particularly in the U.S. and Europe. When we look at the variety of project activity, the strength and focus of our realigned organization, our broad geographic presence, and our strong balance sheet, we are encouraged as we look ahead to 2012. Currently, we expect fourth quarter diluted earnings per share to be in the range of $.57 to $.62 per share compared to our record fourth quarter $.59 per share in the prior year.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis and certain other sections of this Form 10-Q contain forward-looking statements that involve a number of risks and uncertainties. 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;

· 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;

· changes in customer and/or consumer spending levels;

· our ability to increase prices;

· significant fluctuations in foreign currency exchange rates;

· volatility of global credit markets;

· our ability to contain costs and improve productivity;

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

· 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;

· the impact of natural disasters;

· changes or difficulties in complying with government regulation;

· work stoppages due to labor disputes;

· fiscal and monetary policy, including changes in worldwide tax rates;

· competition, including technological advances;

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

· 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;

· our ability to manage executive successions effectively;

· significant product liability claims; and

· other risks associated with our operations.

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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

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, 2011 about our forward currency exchange contracts. The majority of the contracts expire before the end of the fourth quarter of 2011 with the exception of a few contracts that expire in the third quarter of 2013.

			Average	Min / Max
	Contract Amount		Contractual	Notional
Buy/Sell	(in thousands)		Exchange Rate	Volumes

Euro/U.S. Dollar	$	104,962	1.3517	8,320-104,962
Swiss Franc/Euro	32,065		0.8282	32,065-44,994
British Pound/Euro	11,589		1.1461	11,121-17,910
Euro/Mexican Peso	10,795		17.7707	4,430-10,795
Czech Koruna/Euro	9,804		0.0407	9,377-9,839
Euro/Brazilian Real	4,202		4.3378	4,202-4,202
Euro/Argentinian Peso	2,679		6.1900	2,679-2,679
Chinese Yuan/U.S. Dollar	1,200		0.1553	1,200-2,400
Euro/Chinese Yuan	1,005		8.7369	764-1,005
Other	4,555
Total	$	182,856

As of September 30, 2011, we have recorded the fair value of foreign currency forward exchange contracts of $0.9 million in prepaid and other, $2.4 million in accounts payable and accrued liabilities and $1.9 million in deferred and other non-current liabilities in the balance sheet.

During 2011, the Company maintained an interest rate swap to convert a portion of its fixed-rate debt into variable-rate debt. Under the interest rate swap contract, the Company exchanged, at specified intervals, the difference between fixed-rate and floating-rate amounts, which was calculated based on an agreed upon notional amount. As of May 31, 2011, this interest rate swap contract matured and was not renewed. No gain or loss was recorded in the income statement in 2010 or the nine months ended September 30, 2011 as any hedge ineffectiveness for the period was immaterial.

As of September 30, 2011, the Company had one foreign currency cash flow hedge. A French subsidiary of AptarGroup, AptarGroup Holding SAS, has hedged the risk of variability in Euro equivalent associated with the cash flows of an intercompany loan granted in Brazilian Real. The forward contracts utilized were designated as a hedge of the changes in the cash flows relating to the changes in foreign currency rates relating to the loan and related forecasted interest. The notional amount of the foreign currency forward contracts utilized to hedge cash flow exposure was 1.3 million Brazilian Real ($0.7 million) as of September 30, 2011. The notional amount of the foreign currency forward contracts utilized to hedge cash flow exposure was 2.7 million Brazilian Real ($1.6 million) as of September 30, 2010. During the three and nine months ended September 30, 2011, the Company did not recognize any net gain (loss) as any hedge ineffectiveness for the period was immaterial, and the Company did not recognize any net gain (loss) related to the portion of the hedging instrument excluded from the assessment of hedge effectiveness. These foreign currency forward contracts hedge forecasted transactions for approximately six months (March 2012).

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, 2011. 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

No change 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, 2011 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 Valois 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, 2011, the Plan purchased 1,934 shares of our Common Stock on behalf of the participants at an average price of $47.28 per share, for an aggregate amount of $91 thousand, and sold 1,040 shares of our Common Stock on behalf of the participants at an average price of $54.34 per share, for an aggregate amount of $57 thousand. At September 30, 2011, the Plan owns 28,246 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, 2011:

Period	Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs

7/1 – 7/31/11	140,000	$	51.92	140,000	4,720,943
8/1 – 8/31/11	587,485	47.78		587,485	4,133,458
9/1 – 9/30/11	72,515	47.88		72,515	4,060,943
Total	800,000	$	48.52	800,000	4,060,943

The Company announced the existing repurchase program on July 17, 2008. On July 19, 2011, the Company announced that its Board of Directors authorized the Company to repurchase an additional four million of its outstanding shares. There is no expiration date for these repurchase programs.

ITEM 5. OTHER INFORMATION

On November 2, 2011, in connection with the previously announced retirement of President and Chief Executive Officer Peter Pfeiffer that will be effective December 31, 2011, AptarGroup entered into a two-year Consulting Agreement with Mr. Pfeiffer, to become effective January 1, 2012 (“Consulting Agreement”). The Consulting Agreement may be terminated by Mr. Pfeiffer at any time upon 30 days written notice. Compensation for the consulting services to be provided by Mr. Pfeiffer will be $450,000 per year and will be paid in equal monthly installments. Pursuant to the Consulting Agreement, Mr. Pfeiffer will be an independent contractor, rather than an employee, of AptarGroup. In addition, the Consulting Agreement contains restrictive covenants prohibiting Mr. Pfeiffer from competing with AptarGroup or soliciting its employees during the term of the Consulting Agreement.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 6. EXHIBITS

Exhibit 10.1		Consulting Agreement between AptarGroup, Inc. and Peter Pfeiffer dated November 2, 2011.

Exhibit 10.2		AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2011 Stock Awards Plan.

Exhibit 10.3		AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2011 Stock Awards 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 2011, filed with the SEC on November 2, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2011 and 2010, (ii) the Condensed Consolidated Balance Sheets - September 30, 2011 and December 31, 2010, (iii) the Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2011 and 2010, (iv) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2011 and 2010 and (v) the Notes to Condensed Consolidated Financial Statements.(1)

(1)		The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing or document.

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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 Financial Officer)


	Date: November 2, 2011

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INDEX OF EXHIBITS

Exhibit
Number		Description

10.1		Consulting Agreement between AptarGroup, Inc. and Peter Pfeiffer dated November 2, 2011.

10.2		AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2011 Stock Awards Plan.

10.3		AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2011 Stock Awards 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 2011, filed with the SEC on November 2, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2011 and 2010, (ii) the Condensed Consolidated Balance Sheets - September 30, 2011 and December 31, 2010, (iii) the Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2011 and 2010, (iv) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2011 and 2010 and (v) the Notes to Condensed Consolidated Financial Statements.(1)

(1)		The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into as of November 2, 2011 between AptarGroup, Inc., a Delaware corporation (the “Company”), and Peter Pfeiffer (the “Consultant”).

WHEREAS, the Company desires to obtain the benefit of the Consultant’s knowledge and experience by retaining the Consultant, and the Consultant desires to accept such position, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

1. Term of Agreement . The Company hereby agrees to retain the Consultant as a consultant, and the Consultant hereby agrees to be retained by the Company, upon the terms and subject to the conditions hereof for the period commencing on January 1, 2012 (the “Effective Date”) and ending on the date which is the second annual anniversary of the Effective Date, unless earlier terminated pursuant to Section 5 hereof (the “Consulting Period”).

2. Consulting Services . During the Consulting Period, the Consultant shall be available to perform consulting services with respect to the businesses conducted by the Company. Such consulting services shall be related to such matters as the Chief Executive Officer of the Company may designate from time to time. The Consultant shall comply with reasonable requests for the Consultant’s consulting services and shall devote reasonable time and reasonable best efforts, skill and attention to the performance of such consulting services, including travel reasonably required in the performance of such consulting services; provided, however, that the Consultant shall not be required to devote more than 72 hours during any calendar quarter during the Consulting Period to the performance of such consulting services.

3. Independent Contractor Status . The Consultant shall perform the consulting services described in Section 2 hereof as an independent contractor without the power to bind or represent the Company for any purpose whatsoever. The Consultant shall not, by virtue of being a consultant hereunder, be eligible to receive any employee benefits for which officers or other employees of the Company are eligible at any time. The Consultant hereby acknowledges the Consultant’s separate responsibility for all federal and state withholding taxes, Federal Insurance Contribution Act taxes and workers’ compensation and unemployment compensation taxes, if applicable, and agrees to indemnify and hold the Company harmless from any claim or liability therefor.

4. Compensation . As compensation for the consulting services to be performed by the Consultant hereunder, the Company shall pay the Consultant a consulting fee

at the rate of $450,000 per annum, payable in equal monthly installments. The Company shall reimburse the Consultant, in accordance with the Company’s policies and procedures, for all proper expenses incurred by the Consultant in providing consulting services hereunder.

5. Termination .

(a) This Agreement may be terminated at any time by the Consultant on 30 days prior written notice to the Company. In the event of such termination by the Consultant, the Company shall pay to the Consultant any accrued and unpaid consulting fee payable to the Consultant pursuant to Section 4 hereof and shall reimburse the Consultant for expenses incurred by the Consultant pursuant to Section 4 hereof prior to the date of such termination.

(b) This Agreement may be terminated at any time by the Company upon written notice to the Consultant in the event that the Consultant shall breach any covenant contained in Section 2, 6, 7 or 8 hereof.

6. Noncompetition; Nonsolicitation .

(a) The Consultant acknowledges that during the Consulting Period the Consultant will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that the Consultant’s services will be of special, unique and extraordinary value to the Company and its subsidiaries.

(b) The Consultant agrees that during the Consulting Period the Consultant shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business that manufactures or sells Competing Products in any geographic area in which the Company or any of its subsidiaries is then conducting such business. “Competing Product” means any dispensing system including pumps, closures, aerosol valves and pharmaceutical dispensing devices, including nasal spray pumps, metered valves, dose counters and dry powder devices.

(c) The Consultant further agrees that during the Consulting Period the Consultant shall not (i) in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its subsidiaries except as is necessary to perform properly the Consultant’s duties under this Agreement.

(d) Nothing in this Section 6 shall prohibit the Consultant from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as the Consultant has no active participation in the business of such corporation.

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(e) If, at any time of enforcement of this Section 6, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section.

7. Confidentiality . The Consultant shall not, at any time during the Consulting Period, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its subsidiaries or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Consultant, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Consultant gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is necessary to perform properly the Consultant’s duties under this Agreement. Promptly following the termination of the Consulting Period, the Consultant shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which the Consultant may then possess or have under the Consultant’s control (together with all copies thereof).

8. Inventions . The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Consulting Period, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries. The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries.

9. Enforcement . The parties hereto agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Section 6, 7 or 8 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Consultant agrees to submit to the jurisdiction of the courts of the State of Illinois in any action by the Company to enforce an arbitration award

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against the Consultant or to obtain interim injunctive or other relief pending an arbitration decision.

10. Representations . The Consultant represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Consultant does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Consultant is a party or by which the Consultant is bound, (ii) the Consultant is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Consultant, enforceable in accordance with its terms.

11. Survival . Sections 7, 8 and 9 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Consulting Period.

12. Arbitration . Any dispute or controversy between the Company and the Consultant, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois administered by the American Arbitration Association, with any such dispute or controversy arising under this Agreement being so administered in accordance with its Commercial Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Consultant. The Company and the Consultant acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.

13. Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section) or (ii) sent by facsimile to the following facsimile number of the other party hereto (or such other facsimile number for such party as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section:

If to the Company, to:

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AptarGroup, Inc.

475 West Terra Cotta Avenue, Suite E

Crystal Lake, IL 60014

Attn: Chief Financial Officer

Fax: 815-477-0481

If to the Consultant, to:

To the home address of the Consultant (on record with the Company).

14. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

15. Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.

16. Successors and Assigns . This Agreement shall be enforceable by the Consultant and its successors and assigns, and by the Company and its successors and assigns.

17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws.

18. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

19. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	APTARGROUP, INC.


	Name: Leo Guthart


	Signature: /s/ Leo Guthart


	Title: Director, Chairman of the Audit Committee




	PETER PFEIFFER


	Name: Peter Pfeiffer


	Signature: /s/ Peter Pfeiffer

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Exhibit 10.2

APTARGROUP, INC.
STOCK OPTION AGREEMENT
FOR EMPLOYEES

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants to _______________ (the “Employee”) as of ___________, _____ (the “Option Date”), pursuant to the provisions of the AptarGroup, Inc. 2011 Stock Awards Plan (the “Plan”), a non-qualified option to purchase from the Company (the “Option”) __________ shares of its Common Stock, $.01 par value (“Stock”), at the price of $_____ per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Option Subject to Acceptance of Agreement .

The Option shall become null and void unless the Employee shall accept this Agreement by executing it in the space provided below and returning it to the Company.

2. Time and Manner of Exercise of Option .

2.1. Maximum Term of Option . In no event may the Option be exercised, in whole or in part, after __________, _______ (the “Expiration Date”).

2.2. Exercise of Option . (a) The Option shall become exercisable (i) on ____________, ____ with respect to [one-third] of the number of shares subject to the Option on the Option Date, (ii) on ____________, ____ with respect to an additional [one-third] of the number of shares subject to the Option on the Option Date, (iii) on ____________, ____ with respect to the remaining [one-third] of the number of shares subject to the Option on the Option Date, or (iv) as otherwise provided pursuant to this Section 2.2.

(b) If the Employee’s employment by the Company terminates by reason of retirement, the Option shall continue to be exercisable and become exercisable in accordance with Section 2.2(a) and may thereafter be exercised by the Employee or the Employee’s Legal Representative from the effective date of the Employee’s termination of employment until the Expiration Date. For purposes of this Agreement, “retirement” shall mean retirement either (i) at or after age 55 after a minimum of ten years of employment with the Company or (ii) at or after age 65. For purposes of this Section 2.2(b) only, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.

(c) If the Employee’s employment by the Company terminates by reason of permanent disability or death, the Option shall become fully exercisable and may thereafter be exercised by the Employee or the Employee’s Legal Representative, in the case of permanent disability, or the Employee’s Legal Representative or Permitted Transferees, in the case of death, in each case for a period of three years from the effective date of the Employee’s termination of employment or until the Expiration Date, whichever period is shorter. For purposes of this Agreement, “permanent disability” shall mean that the Employee either (i) is unable to engage in

any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer.

(d) If the Employee’s employment by the Company terminates for any reason other than retirement, permanent disability or death, the Option shall be exercisable only to the extent that it was exercisable on the effective date of the Employee’s termination of employment and may thereafter be exercised by the Employee or the Employee’s Legal Representative for a period of one year from the effective date of the Employee’s termination of employment or until the Expiration Date, whichever period is shorter. The portion of the Option, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company.

(e) If the Employee dies prior to the Expiration Date following termination of employment by reason of retirement, the Option shall become fully exercisable and may thereafter be exercised by the Employee’s Legal Representative or Permitted Transferees, as the case may be, for a period of one year from the date of death or until the Expiration Date, whichever is shorter. If the Employee dies prior to the Expiration Date during the one-year period following termination of employment for any reason other than retirement or permanent disability, the Option shall be exercisable only to the extent that it was exercisable on the date of such death and may thereafter be exercised by the Employee’s Legal Representative or Permitted Transferees, as the case may be, for a period of one year from the date of death or until the Expiration Date, whichever period is shorter.

(f) (1) In the event of a Change in Control (as defined in Appendix A), the Option shall immediately become exercisable in full.

(2) In the event of a Change in Control pursuant to paragraph (1) or (2) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements), require that the Option, in whole or in part, be surrendered to the Company by the Employee and be immediately cancelled by the Company, and provide for the Employee to receive a cash payment from the Company in an amount equal to the number of shares of Stock subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the Plan in respect of any transaction that gives rise to such Change in Control), multiplied by the excess, if any, of (i) the greater of (A) the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place and (B) the Market Value of a share of Stock on the date on which such Change of Control occurs over (ii) the exercise price.

(3) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):

(i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Stock subject to the Option, with an appropriate and equitable adjustment to the exercise price of such Option, as determined by the Board of Directors, such adjustment to be made without an increase in the aggregate purchase price; and/or

(ii) require the Option, in whole or in part, to be surrendered to the Company by the Employee, and to be immediately cancelled by the Company, and provide for the Employee to receive (a) a cash payment in an amount not less than the amount determined by multiplying the number of shares of Stock subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the excess, if any, of the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place over the exercise price, (b) shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, having a Market Value not less than the amount determined under clause (a) above or (c) a combination of a payment of cash pursuant to clause (a) above and the issuance of shares pursuant to clause (b) above.

(4) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assure that any cash payment or substitution in accordance with this Section 2.2(f) to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

2.3. Method of Exercise . Subject to the limitations set forth in this Agreement, the Option may be exercised by the Employee (i) by giving written notice to the Company specifying the number of whole shares of Stock to be purchased and accompanied by payment therefor in full in cash and (ii) by executing such documents as the Company may reasonably request. The purchase price of the shares being purchased may be paid in cash on behalf of the Employee by a broker-dealer acceptable to the Company to whom the Employee has submitted an irrevocable notice of exercise; provided , however , that the Committee shall have sole discretion to disapprove of an election to use a broker-dealer. No shares of Stock shall be issued until the full purchase price has been paid.

2.4. Termination of Option . In no event may the Option be exercised after it terminates as set forth in this Section 2.4. The Option shall terminate, to the extent not exercised pursuant to Section 2.3 or earlier terminated pursuant to Section 2.2, on the Expiration Date.

2.5 Termination of Option and Forfeiture of Option Gain . (a) If at any time prior to the earliest to occur of (i) the Expiration Date, (ii) the date which is one year after the effective date of the Employee’s termination of employment for any reason other than death and (iii) the date which is six months after the Employee exercises any portion of the Option, the Employee:

(1) directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise) engages in any type of or accepts employment with or renders services to any Competing Entity or takes any action inconsistent with the fiduciary relationship of an employee to the employee’s employer; provided , that, following a termination of employment, the Employee may accept employment with a Competing Entity, the businesses of which are diversified, and which with respect to one or more of its businesses considered separately is not a Competing Entity, provided , that the Company, prior to the Employee’s accepting such employment, shall receive written assurances satisfactory to the Company from such Competing Entity and from the Employee that the Employee will not render services directly or indirectly in connection with any Competing Product or be employed in a position where the Employee could use or disclose confidential information of the Company or an Affiliate or of any customer or client of the Company or an Affiliate in connection with the Employee’s employment responsibilities to the benefit of a Competing Entity; or

(2) directly or indirectly induces or attempts to induce any employee, agent or customer of the Company or any Affiliate to terminate such employment, agency or business relationship; or

(3) directly or indirectly, for the Employee or any Competing Entity, sells or offers for sale, or assists in any way in the sale of, Competing Products to any customer or client of the Company or any Affiliate, upon which the Employee has called or which the Employee has supervised while an employee of the Company or an Affiliate; or

(4) directly or indirectly engages in any activity which is contrary, inimical or harmful to the interests of the Company or an Affiliate, including but not limited to (x) violations of Company policies, including the Company’s insider trading and confidentiality policies and (y) disclosure or misuse of any confidential information or trade secrets of the Company or an Affiliate,

then the Option shall terminate automatically on the date the Employee engages in such activity and the Employee shall pay the Company, within five business days of receipt by the Employee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option (without reduction for any shares of Stock delivered by the Employee or withheld by the Company in satisfaction of the purchase price or any tax withholding obligations) by the difference between (A) the Market Value of a share of Stock on the date of such exercise and (B) the purchase price per share of Stock set forth in the first paragraph of this Agreement. For purposes of this Agreement, “Competing Entity” means any business entity, regardless of its form (e.g. corporations, partnerships, sole

proprietorships, trusts and joint ventures), which sells any Competing Product anywhere worldwide which the Company or its Affiliates is engaged in business; and “Competing Product” means any dispensing system including pumps, closures, aerosol valves and pharmaceutical dispensing devices, including nasal spray pumps, metered valves, dose counters and dry powder devices.

(b) The Employee may be released from the Employee’s obligations under Section 2.5(a) only if and to the extent the Committee determines in its sole discretion that such a release is in the best interests of the Company.

(c) The Employee agrees that by executing this Agreement the Employee authorizes the Company and its Affiliates to deduct any amount or amounts owed by the Employee pursuant to Section 2.5(a) from any amounts payable by the Company or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and the Company’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any other remedy.

3. Additional Terms and Conditions of Option .

3.1. Nontransferability of Option . The Option may not be transferred by the Employee other than (i) by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or (ii) a transfer without value to a “family member” (as defined in Form S-8) if approved by the Committee. Except to the extent permitted by the foregoing sentence, during the Employee’s lifetime the Option is exercisable only by the Employee or the Employee’s Legal Representative. Except to the extent permitted by the foregoing, the Option may not 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 to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall immediately become null and void.

3.2. Withholding Taxes . As a condition precedent to any exercise of the Option, the Employee shall, upon request by the Company, pay to the Company (or shall cause a broker-dealer on behalf of the Employee in accordance with Section 2.3 to pay to the Company) in addition to the purchase price of the shares, such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option. If the Employee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee.

3.3. Compliance with Applicable Law . The Option is subject to the condition that if the listing, registration or qualification of the shares subject to the Option upon any

securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the purchase or delivery of shares hereunder, the Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained. The Company agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval.

3.4. Delivery of Certificates . Upon the exercise of the Option, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.2.

3.5. Option Confers No Rights as Stockholder . The Employee shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until purchased and delivered upon the exercise of the Option, in whole or in part, and the Employee becomes a stockholder of record with respect to such delivered shares; and the Employee shall not be considered a stockholder of the Company with respect to any such shares not so purchased and delivered.

3.6. Option Confers No Rights to Continued Employment . In no event shall the granting of the Option or its acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or any Affiliate of the Company.

3.7. Decisions of Board or Committee . The Board of Directors of the Company or the Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the Board of Directors or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

3.8. Company to Reserve Shares . The Company shall at all times prior to the expiration or termination of the Option reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Option from time to time.

3.9. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 6(b) thereof), and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan.

4. Miscellaneous Provisions .

4.1. Meaning of Certain Terms . As used herein, (a) employment by the Company shall include employment by an Affiliate of the Company, (b) the term “Permitted Transferee” shall include any transferee (i) pursuant to a transfer permitted under Section 6(a) of the Plan and Section 3.1 hereof or (ii) designated pursuant to Section 6(e) of the Plan on the

AptarGroup, Inc. 2011 Stock Awards Plan Beneficiary Designation Form attached hereto as Exhibit A , and (c) the term “Legal Representative” shall include a guardian, administrator, executor or other person acting in a similar capacity.

4.2. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder in accordance with this Agreement or the Plan.

4.3. Notices . All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) actual delivery to the party entitled thereto, (b) mailing to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested or (c) telecopy with confirmation of receipt. The notice shall be deemed to be received, in case of actual delivery, on the date of its actual receipt by the party entitled thereto, in case of mailing, on the tenth calendar day following the date of such mailing, and, in the case of telecopy, on the date of confirmation of receipt.

4.4. Governing Law . This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Delaware.

4.5. Reports Filed with the Securities and Exchange Commission. The Company files periodic and current reports and proxy statements with the Securities and Exchange Commission. These documents are available, free of charge, on the website of the Securities and Exchange Commission (www.sec.gov) and on the Company’s website (www.aptargroup.com, under Investor Relations / “Annual Report & Proxy” and “SEC Filings”), as soon as reasonably practicable after the material is filed with, or furnished to, the Securities and Exchange Commission. Any of these documents is available to the Employee in paper format, without charge, upon written or oral request to the Company’s Investor Relations Department located at 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois, 60014, U.S.A., phone number 1-815-477-0424 or at the Human Resource Department at the Employee’s work site.

4.6. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

	APTARGROUP, INC.



	By:	Peter Pfeiffer
	Title:	President and Chief Executive Officer


Accepted this ______ day of
____________, 20__



Employee

	Appendix A
	to AptarGroup, Inc.
	Stock Option Agreement
	for Employees

For purposes of this Agreement, “Change in Control” shall mean:

(1) 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 (i), (ii) and (iii) of subsection (3) of this Appendix A 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;

(2) 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;

(3) consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (i) 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, (ii) 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 (iii) 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

(4) consummation of (i) a plan of complete liquidation or dissolution of the Company or (ii) 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, (A) 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, (B) 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 (C) 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.

	Exhibit A
	to AptarGroup, Inc.
	Stock Option Agreement
	For Employees

APTARGROUP, INC.

2011 Stock Awards Plan

BENEFICIARY DESIGNATION FORM

You may designate a primary beneficiary and a secondary beneficiary. You can name more than one person as a primary or secondary beneficiary. For example, you may wish to name your spouse as primary beneficiary and your children as secondary beneficiaries. Your secondary beneficiary(ies) will receive nothing if any of your primary beneficiaries survive you. All primary beneficiaries will share equally unless you indicate otherwise. The same rule applies for secondary beneficiaries.

Designate Your Beneficiary(ies):

	Primary Beneficiary(ies):





	Secondary Beneficiary(ies):

I certify that my designation of beneficiary set forth above is my free act and deed.


Name of Employee (Please Print)		Employee’s Signature


		Date

Exhibit 10.3

APTARGROUP, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants ____________ (the “Employee”) as of ____________ (the “Grant Date”), pursuant to Section 5(d) of the AptarGroup, Inc. 2011 Stock Awards Plan (the “Plan”), a restricted stock unit award (the “Award”) of ___________ restricted stock units, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Employee shall accept this Agreement by executing it in the space provided below and returning it to the Company.

2. Restriction Period and Vesting . (a) The Award shall vest (i) with respect to _____ restricted stock units subject to the Award on _________, an additional _____ restricted stock units subject to the Award on _________, and the remaining _____ restricted stock units subject to the Award on ________, or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

(b) If the Employee’s employment by the Company terminates by reason of retirement, the Award shall continue to vest in accordance with Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of retirement, the portion of the Award, if any, which is not vested as of the date of death shall become fully vested as of the date of death. For purposes of this Agreement, “retirement” shall mean retirement either (i) at or after age 55 after a minimum of ten years of employment with the Company or (ii) at or after age 65. For purposes of this Section 2(b) only, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.

(c) If the Employee’s employment by the Company terminates by reason of permanent disability or death, the Award shall become fully vested as of the date of the Employee’s permanent disability or death, as the case may be. For purposes of this Agreement, “permanent disability” shall mean that the Employee either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer.

(d) If the Employee’s employment by the Company terminates for any reason other than retirement, permanent disability or death, the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company.

(e) (1) In the event of a Change in Control (as defined in Appendix A), the Award shall immediately vest in full, except as otherwise provided in the last sentence of Section 2(e)(2) hereof.

(2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):

(i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or

(ii) require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (A) the Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, the Award shall not immediately vest upon such Change in Control, but instead shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall vest and be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case in accordance with the vesting schedule set forth in clause (i) of Section 2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 2(c) hereof.

(3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

3. Conversion of Restricted Stock Units and Issuance of Shares . Upon the vesting of all or any portion of the Award in accordance with Section 2 hereof, one share of the Company’s Common Stock, $0.01 par value, shall be issuable for each restricted stock unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to the Employee upon satisfaction of any required tax withholding obligations. No fractional shares shall be issued under this Agreement.

4. Rights as a Stockholder . The Employee shall not be entitled to any privileges of ownership (including any voting rights or rights with respect to dividends paid on the Common Stock) with respect to any of the Shares issuable under the Award unless and until, and only to the extent, the Award is settled by the issuance of such Shares to the Employee.

5. Termination of Award . In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation. Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

6. Additional Terms and Conditions of Award .

6.1 Nontransferability of Award . During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 6(a) of the Plan on a beneficiary designation form approved by the Company. Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not 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. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

6.2 Withholding Taxes . As a condition precedent to the delivery to the Employee of any of the Shares subject to the Award or upon the Employee’s satisfaction of the retirement eligibility conditions set forth in Section 2(b), the Employee shall, upon request by the Company, pay to the Company (or shall cause a broker-dealer on behalf of the Employee to pay to the Company) such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Employee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee.

6.3 Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting of the restricted stock units or the delivery of the Shares hereunder, the Shares subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.

6.4 Delivery of Certificates . Subject to Sections 6.2 and 6.3, as soon as practicable after the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) representing the number

of vested Shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 6.2.

6.5 Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or any Affiliate of the Company.

6.6 Decisions of Board or Committee . The Board of Directors of the Company or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board of Directors or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

6.7 Company to Reserve Shares . The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of it authorized but unissued shares of Common Stock, shares of Common Stock equal to the full number of unvested restricted stock units subject to the Award from time to time.

6.8 Agreement Subject to the Plan; Section 409A of the Code . This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 6(b) thereof) and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan. This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code. Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.

7. Miscellaneous Provisions .

7.1 Meaning of Certain Terms . As used herein, the term “vest” shall mean no longer subject to forfeiture and all rights hereunder shall be deemed to be vested. As used herein, employment by the Company shall include employment by an Affiliate of the Company.

7.2 Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder in accordance with this Agreement or the Plan.

7.3 Notices . All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) actual delivery to the party entitled thereto, (b) mailing to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested or (c) telecopy with confirmation of receipt. The notice, request or other communication shall be deemed to be received, in the case of actual delivery, on the date of its actual receipt by the party entitled thereto, in the case of mailing, on the tenth calendar day following the date of such mailing, and in the case of telecopy, on the date of confirmation of receipt; provided, however, that if a notice, request or other communication is not received

during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.4 Governing Law . This Agreement and all determinations made and actions taken pursuant hereto, 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 conflicts of laws principles.

7.5 Reports Filed with the Securities and Exchange Commission . The Company files periodic and current reports and proxy statements with the Securities and Exchange Commission (“SEC”). These documents are available, free of charge, on the website of the SEC (www.sec.gov) and on the Company’s website (www.aptargroup.com, under Investor Relations/ “Annual Report & Proxy” and “SEC Filings”), as soon as reasonably practicable after the material is filed with, or furnished to, the SEC. Any of these documents is available to the Director in paper format, without charge, upon written or oral request to the Company’s Investor Relations Department located at 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois, 60014, U.S.A., phone number 1-815-477-0424.

7.6 Counterparts . This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

	APTARGROUP, INC.




	By:	Peter Pfeiffer
		President and Chief Executive Officer

Accepted this ________ day of
___________, 20__



Employee

	Appendix A
	to AptarGroup, Inc.
	Restricted Stock Unit Award
	Agreement for Employees

For purposes of this Agreement “Change in Control” shall mean:

(1) 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 Securities Exchange Act of 1934, as amended (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 (i), (ii) and (iii) of subsection (3) of this Appendix A 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;

(2) 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;

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, (ii) 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 (iii) 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

	Appendix A
	to AptarGroup, Inc.
	Restricted Stock Unit Award
	Agreement for Employees

APTARGROUP, INC.

2011 Stock Awards Plan

BENEFICIARY DESIGNATION FORM

Designate Your Beneficiary(ies):

	Primary Beneficiary(ies):



	Secondary Beneficiary(ies):

I certify that my designation of beneficiary set forth above is my free act and deed.


Name of Employee		Employee’s Signature
(Please Print)

		Date

Exhibit 31.1

CERTIFICATION

I, Peter H. Pfeiffer, 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 2, 2011


	By:	/s/ PETER H. PFEIFFER
		Peter H. Pfeiffer
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Robert W. Kuhn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AptarGroup, Inc.;

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 2, 2011


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

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, Peter H. Pfeiffer, 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, 2011 (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/ PETER H. PFEIFFER
	Peter H. Pfeiffer
	President and Chief Executive Officer

	November 2, 2011

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, 2011 (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 2, 2011