APTARGROUP INC (Form: 10-Q, Received: 08/04/2014 11:12:38)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 JUNE 30, 2014

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

FOR THE TRANSITION PERIOD FROM TO

____________________________________________________________________________

COMMISSION FILE NUMBER 1-11846

AptarGroup, Inc.

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

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

815-477-0424

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (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 July 29, 2014
Common Stock, $.01 par value per share		65,178,148 shares

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AptarGroup, Inc.

Form 10-Q

Quarter Ended June 30, 2014

INDEX

Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2014 and 2013	1

	Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2014 and 2013	2

	Condensed Consolidated Balance Sheets – June 30, 2014 and December 31, 2013	3

	Condensed Consolidated Statements of Changes in Equity – Six Months Ended June 30, 2014 and 2013	5

	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2014 and 2013	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 6.	Exhibits	25

	Signature	26

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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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Net Sales	$	670,631		$	641,441		$	1,346,682		$	1,259,074
Operating Expenses :
Cost of sales (exclusive of depreciation and amortization shown below)	451,051			431,351			904,462			849,837
Selling, research & development and administrative	96,486			88,111			203,160			182,418
Depreciation and amortization	38,466			38,614			75,713			74,785
Restructuring initiatives	--			2,511			--			6,578
	586,003			560,587			1,183,335			1,113,618
Operating Income	84,628			80,854			163,347			145,456

Other Income (Expense) :
Interest expense	(5,246		)	(5,442		)	(10,127		)	(10,523		)
Interest income	1,047			846			2,063			1,695
Equity results of affiliates	(198		)	(61		)	(1,744		)	(323		)
Miscellaneous, net	(525		)	73			(153		)	(633		)
	(4,922)			(4,584		)	(9,961		)	(9,784		)

Income before Income Taxes	79,706			76,270			153,386			135,672

Provision for Income Taxes	26,622			26,390			51,894			45,814

Net Income	$	53,084		$	49,880		$	101,492		$	89,858

Net Income Attributable to Noncontrolling Interests	$	(8	)	$	(78	)	$	(27	)	$	(27	)

Net Income Attributable to AptarGroup, Inc.	$	53,076		$	49,802		$	101,465		$	89,831

Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	$	0.81		$	0.75		$	1.55		$	1.36
Diluted	$	0.79		$	0.73		$	1.49		$	1.31

Average Number of Shares Outstanding:
Basic	65,328			66,420			65,397			66,288
Diluted	67,438			68,106			68,042			68,339

Dividends per Common Share	$	0.28		$	0.25		$	0.53		$	0.50

See accompanying Unaudited Notes to Condensed Consolidated Financial Statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

In thousands

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Net Income	$	53,084		$	49,880		$	101,492		$	89,858
Other Comprehensive Income (Loss) :
Foreign currency translation adjustments	(5,164		)	6,551			(4,601		)	(29,062		)
Changes in treasury locks, net of tax	6			15			12			30
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax	53			61			106			122
Amortization of net loss included in net income, net of tax	664			954			1,329			2,072
Total defined benefit pension plan, net of tax	717			1,015			1,435			2,194
Total other comprehensive (loss)/income	(4,441		)	7,581			(3,154		)	(26,838		)

Comprehensive Income	48,643			57,461			98,338			63,020

Comprehensive Income Attributable to Noncontrolling Interests	(9		)	(82		)	(18		)	(32		)

Comprehensive Income Attributable to AptarGroup, Inc.	$	48,634		$	57,379		$	98,320		$	62,988

See accompanying Unaudited Notes to Condensed Consolidated Financial Statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands

	June 30,			December 31,
	2014			2013

Assets

Current Assets:
Cash and equivalents	$	341,288		$	309,861
Accounts and notes receivable, less allowance for doubtful accounts of $4,205 in 2014 and $4,416 in 2013	509,324			438,221
Inventories	371,747			353,159
Prepaid and other	104,576			97,170
	1,326,935			1,198,411
Property, Plant and Equipment:
Buildings and improvements	381,211			377,300
Machinery and equipment	2,038,274			1,982,195
	2,419,485			2,359,495
Less: Accumulated depreciation	(1,569,388		)	(1,518,894		)
	850,097			840,601
Land	24,042			24,061
	874,139			864,662

Other Assets:
Investments in affiliates	6,580			8,243
Goodwill	358,302			358,865
Intangible assets, net	47,339			49,951
Miscellaneous	15,949			17,630
	428,170			434,689
Total Assets	$	2,629,244		$	2,497,762

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

	June 30,			December 31,
	2014			2013

Liabilities and Stockholders’ Equity

Current Liabilities:
Notes payable	$	214,686		$	138,445
Current maturities of long-term obligations	1,104			1,325
Accounts payable and accrued liabilities	411,016			403,051
	626,806			542,821

Long-Term Obligations	354,622			354,814

Deferred Liabilities and Other:
Deferred income taxes	39,411			42,072
Retirement and deferred compensation plans	76,583			71,883
Deferred and other non-current liabilities	5,010			5,864
Commitments and contingencies	--			--
	121,004			119,819

Stockholders’ Equity:
AptarGroup, Inc. stockholders’ equity
Common stock, $.01 par value, 199 million shares authorized; 85.9 and 85.4 million shares issued as of June 30, 2014 and December 31, 2013, respectively	858			853
Capital in excess of par value	529,684			493,947
Retained earnings	1,686,191			1,619,419
Accumulated other comprehensive income	106,606			109,751
Less treasury stock at cost, 20.7 and 20.0 million shares as of June 30, 2014 and December 31, 2013, respectively	(797,096		)	(744,213		)
Total AptarGroup, Inc. Stockholders’ Equity	1,526,243			1,479,757
Noncontrolling interests in subsidiaries	569			551

Total Stockholders’ Equity	1,526,812			1,480,308
Total Liabilities and Stockholders’ Equity	$	2,629,244		$	2,497,762

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

	AptarGroup, Inc. Stockholders’ Equity
				Accumulated
				Other			Common					Capital in		Non-
	Retained			Comprehensive			Stock		Treasury			Excess of		Controlling			Total
	Earnings			Income/(Loss)			Par Value		Stock			Par Value		Interest			Equity

Balance – December 31, 2012:	$	1,513,558		$	60,683		$	840	$	(625,401	)	$	430,210	$	608		$	1,380,498

Net income	89,831													27			89,858
Foreign currency translation adjustments				(29,067		)								5			(29,062		)
Changes in unrecognized pension gains/losses and related amortization, net of tax				2,194													2,194
Changes in treasury locks, net of tax				30													30
Stock option exercises & restricted stock vestings							10		1			44,824					44,835
Cash dividends declared on common stock	(33,103		)														(33,103		)
Treasury stock purchased									(44,588		)						(44,588		)
Balance – June 30, 2013:	$	1,570,286		$	33,840		$	850	$	(669,988	)	$	475,034	$	640		$	1,410,662

Balance – December 31, 2013:	$	1,619,419		$	109,751		$	853	$	(744,213	)	$	493,947	$	551		$	1,480,308

Net income	101,465													27			101,492
Foreign currency translation adjustments				(4,592		)								(9		)	(4,601		)
Changes in unrecognized pension gains/losses and related amortization, net of tax				1,435													1,435
Changes in treasury locks, net of tax				12													12
Stock option exercises & restricted stock vestings							5		1			35,737					35,743
Cash dividends declared on common stock	(34,693		)														(34,693		)
Treasury stock purchased									(52,884		)						(52,884		)
Balance – June 30, 2014:	$	1,686,191		$	106,606		$	858	$	(797,096	)	$	529,684	$	569		$	1,526,812

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

Six Months Ended June 30,	2014			2013

Cash Flows from Operating Activities:
Net income	$	101,492		$	89,858
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	72,946			72,303
Amortization	2,767			2,482
Stock based compensation	12,058			9,324
Recovery of doubtful accounts	(69		)	(723		)
Deferred income taxes	(3,808		)	(6,756		)
Defined benefit plan expense	8,452			9,668
Equity in results of affiliates in excess of cash distributions received	1,744			323
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable	(71,208		)	(67,815		)
Inventories	(19,565		)	(22,591		)
Prepaid and other current assets	(5,868		)	(9,670		)
Accounts payable and accrued liabilities	17,898			19,745
Income taxes payable	(21,572		)	9,258
Retirement and deferred compensation plans	(6,559		)	(7,752		)
Other changes, net	20,920			11,954
Net Cash Provided by Operations	109,628			109,608

Cash Flows from Investing Activities:
Capital expenditures	(87,068		)	(71,741		)
Disposition of property and equipment	2,287			2,946
Investment in unconsolidated affiliate	--			(13		)
Notes receivable, net	(163		)	(159		)
Net Cash Used by Investing Activities	(84,944		)	(68,967		)

Cash Flows from Financing Activities:
Proceeds (Repayments) of notes payable	77,019			(37,407		)
Repayments of long-term obligations	(308		)	(1,537		)
Dividends paid	(34,693		)	(33,103		)
Credit facility costs	(299		)	(498		)
Proceeds from stock option exercises	19,391			31,100
Purchase of treasury stock	(52,884		)	(44,588		)
Excess tax benefit from exercise of stock options	3,802			3,912
Net Cash Provided (Used) by Financing Activities	12,028			(82,121		)

Effect of Exchange Rate Changes on Cash	(5,285		)	1,715

Net Increase (Decrease) in Cash and Equivalents	31,427			(39,765		)
Cash and Equivalents at Beginning of Period	309,861			229,755
Cash and Equivalents at End of Period	$	341,288		$	189,990

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 our subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and our 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, comprehensive income, changes in equity and cash flows for the interim periods presented. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Also, certain financial position data included herein was derived from the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 but does not include all disclosures required by GAAP. Accordingly, these Unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

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

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This standard requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance is effective for the Company’s fiscal years beginning after December 15, 2013. This standard did not impact our current year financial statements as this was already the Company’s existing reporting treatment.

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

In February 2013, the FASB issued authoritative guidance that amends the presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The guidance requires footnote disclosures regarding the changes in accumulated other comprehensive income by component and the line items affected in the statements of earnings. The adoption of this standard had no impact on the Unaudited Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 6 of the Unaudited Notes to the Consolidated Financial Statements.

In January 2013, the FASB issued authoritative guidance requiring new asset and liability offsetting disclosures for derivatives, repurchase agreements and security lending transactions to the extent that they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement. We do not have any repurchase agreements and do not participate in securities lending transactions. Our derivative instruments are not offset in the financial statements. Accordingly, the adoption of this standard had no impact on the Unaudited Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 7 of the Unaudited Notes to the Condensed Consolidated Financial Statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on our Unaudited Condensed Consolidated Financial Statements.

INCOME TAXES

The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where 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 our reported amount in the financial statements, an appropriate provision for deferred income taxes is made.

In our 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 our 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 our accumulated

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foreign earnings and will only 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. Since no distribution to the U.S. of foreign earnings is expected in 2014, the effective tax rate for 2014 includes no tax cost of repatriation. Although the Company does not expect to repatriate foreign earnings back to the U.S. in 2014, dividends on certain earnings within Europe are expected to be made to our European holding company. These dividends are expected to generate an additional tax cost of approximately $3 million in the third quarter.

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 4 of the Unaudited Notes to the Condensed Consolidated Financial Statements for more information.

NOTE 2 - INVENTORIES

At June 30, 2014 and December 31, 2013, approximately 19% and 20%, respectively, of the total inventories are accounted for by using the LIFO method. Inventories, by component, consisted of:

	June 30,			December 31,
	2014			2013

Raw materials	$	124,356		$	114,501
Work in process	110,587			108,924
Finished goods	144,378			137,591
Total	379,321			361,016
Less LIFO Reserve	(7,574		)	(7,857		)
Total	$	371,747		$	353,159

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill since the year ended December 31, 2013 are as follows by reporting segment:

	Beauty +						Food +			Corporate
	Home			Pharma			Beverage			& Other			Total

Goodwill	$	181,002		$	159,949		$	17,914		$	1,615		$	360,480
Accumulated impairment losses	--			--			--			(1,615		)	(1,615		)
Balance as of December 31, 2013	$	181,002		$	159,949		$	17,914		$	--		$	358,865
Acquisition	--			--			--			--			--
Foreign currency exchange effects	(81		)	(417		)	(65		)	--			(563		)
Goodwill	$	180,921		$	159,532		$	17,849		$	1,615		$	359,917
Accumulated impairment losses	--			--			--			(1,615		)	(1,615		)
Balance as of June 30, 2014	$	180,921		$	159,532		$	17,849		$	--		$	358,302

The table below shows a summary of intangible assets as of June 30, 2014 and December 31, 2013.

		June 30, 2014							December 31, 2013

Weighted Average		Gross							Gross
Amortization		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Period (Years)		Amount		Amortization			Value		Amount		Amortization			Value

Amortized intangible assets:
Patents	7	$	20,092	$	(19,793	)	$	299	$	20,165	$	(19,732	)	$	433
Acquired technology	15	40,393		(5,386		)	35,007		40,546		(4,055		)	36,491
License agreements and other	5	35,565		(23,532		)	12,033		35,259		(22,232		)	13,027
Total intangible assets	10	$	96,050	$	(48,711	)	$	47,339	$	95,970	$	(46,019	)	$	49,951

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2014 and 2013 was $1,369 and $1,245, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2014 and 2013 was $2,767 and $2,482, respectively.

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

2014	$	2,800	(remaining estimated amortization for 2014)
2015	5,325
2016	4,316
2017	3,598
2018 and thereafter	31,300

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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 June 30, 2014.

NOTE 4 — INCOME TAX UNCERTAINTIES

The Company had approximately $7.0 and $8.0 million recorded for income tax uncertainties as of June 30, 2014 and December 31, 2013, respectively. The $1.0 million change in income tax uncertainties was primarily the result of an audit settlement in the U.S and a lapse in the statute of limitations on two tax related issues. The amount, if recognized, that would impact the effective tax rate is $6.8 and $7.8 million, respectively. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $ 5 million in the next twelve months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

NOTE 5 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans						Foreign Plans
Three months ended June 30,	2014			2013			2014			2013

Service cost	$	2,010		$	2,045		$	1,081		$	959
Interest cost	1,482			1,246			699			658
Expected return on plan assets	(1,646		)	(1,474		)	(510		)	(447		)
Amortization of net loss	717			1,117			313			348
Amortization of prior service cost	--			1			80			92
Net periodic benefit cost	$	2,563		$	2,935		$	1,663		$	1,610

	Domestic Plans						Foreign Plans
Six months ended June 30,	2014			2013			2014			2013

Service cost	$	4,021		$	4,270		$	2,160		$	1,928
Interest cost	2,964			2,496			1,398			1,323
Expected return on plan assets	(3,292		)	(2,888		)	(1,020		)	(899		)
Amortization of net loss	1,434			2,551			626			700
Amortization of prior service cost	--			2			161			185
Net periodic benefit cost	$	5,127		$	6,431		$	3,325		$	3,237

EMPLOYER CONTRIBUTIONS

Although the Company has no minimum funding requirement, we plan to contribute approximately $10 million to our domestic defined benefit plans in 2014. No 2014 contributions were made as of June 30, 2014. The Company also expects to contribute approximately $5.6 million to our foreign defined benefit plans in 2014 and, as of June 30, 2014, we have contributed approximately $1.5 million.

NOTE 6 — ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive Income by Component:

	Foreign			Defined Benefit
	Currency			Pension Plans			Other			Total

Balance – December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive loss before reclassifications	(29,067		)	--			--			(29,067		)
Amounts reclassified from accumulated other comprehensive income	--			2,194			30			2,224
Net current-period other comprehensive (loss)/income	(29,067		)	2,194			30			(26,843		)
Balance - June 30, 2013	$	91,030		$	(57,054	)	$	(136	)	$	33,840

Balance – December 31, 2013	$	149,965		$	(40,093	)	$	(121	)	$	109,751
Other comprehensive loss before reclassifications	(4,252		)	--			--			(4,252		)
Amounts reclassified from accumulated other comprehensive income	(340		)	1,435			12			1,107
Net current-period other comprehensive (loss)/income	(4,592		)	1,435			12			(3,145		)
Balance - June 30, 2014	$	145,373		$	(38,658	)	$	(109	)	$	106,606

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Reclassifications Out of Accumulated Other Comprehensive Income:

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Three months ended June 30,	2014			2013

Defined Benefit Pension Plans
Amortization of net loss	$	1,030		$	1,465		(a)
Amortization of prior service cost	80			93			(a)
	1,110			1,558			Total before tax
	(393		)	(543		)	Tax benefit
	$	717		$	1,015		Net of tax

Other
Changes in treasury locks	10			23			Interest Expense
	10			23			Total before tax
	(4		)	(8		)	Tax benefit
	$	6		$	15		Net of tax

Total reclassifications for the period	$	723		$	1,030

(a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 5 — Retirement and Deferred Compensation Plans for additional details).

Details about Accumulated Other	Amount Reclassified from Accumulated						Affected Line in the Statement
Comprehensive Income Components	Other Comprehensive Income						Where Net Income is Presented
Six months ended June 30,	2014			2013

Defined Benefit Pension Plans
Amortization of net loss	$	2,060		$	3,251		(b)
Amortization of prior service cost	161			187			(b)
	2,221			3,438			Total before tax
	(786		)	(1,244		)	Tax benefit
	$	1,435		$	2,194		Net of tax
Foreign Currency
Foreign Currency Gain	(340		)	--			Miscellaneous, net
	(340		)	--			Total before tax
	--			--			Tax benefit
	$	(340	)	$	--		Net of tax

Other
Changes in treasury locks	19			46			Interest Expense
	19			46			Total before tax
	(7		)	(16		)	Tax benefit
	$	12		$	30		Net of tax

Total reclassifications for the period	$	1,107		$	2,224

(b) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 5 – Retirement and Deferred Compensation Plans for additional details).

NOTE 7 — 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

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of operations. The Company’s policy is not to engage in speculative foreign currency hedging activities, but to minimize our 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.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of the Company’s foreign entities. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on the Company’s financial condition and results of operations. Conversely, a strengthening U.S. dollar has a dilutive effect. The Company in some cases maintains debt in these subsidiaries to offset the net asset exposure. The Company does not otherwise actively manage this risk using derivative financial instruments. In the event the Company plans on a full or partial liquidation of any of our 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 June 30, 2014, the Company has recorded the fair value of foreign currency forward exchange contracts of $0.7 million in prepaid and other, $0.1 million in miscellaneous other assets, $1.6 million in accounts payable and accrued liabilities, and $0.2 million in deferred and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding as of June 30, 2014 had an aggregate contract amount of $154 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of June 30, 2014

and December 31, 2013

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	June 30, 2014		December 31, 2013

Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	688	$	3,003
Foreign Exchange Contracts	Miscellaneous Other Assets	69		985
		$	757	$	3,988
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	1,586	$	522
Foreign Exchange Contracts	Deferred and other non-current liabilities	232		110
		$	1,818	$	632

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

for the Quarters Ended June 30, 2014 and June 30, 2013

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
		2014			2013

Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	(1,335	)	$	2,555
		$	(1,335	)	$	2,555

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

for the Six Months Ended June 30, 2014 and June 30, 2013

Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivative	Amount of Loss Recognized in Income on Derivative
		2014			2013

Foreign Exchange Contracts	Other Income (Expense) Miscellaneous, net	$	(1,494	)	$	(43	)
		$	(1,494	)	$	(43	)

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				Net Amounts		Gross Amounts not Offset in the
			Gross Amounts	Presented in		Statement of Financial Position
	Gross		Offset in the	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount

Description
June 30, 2014
Derivative Assets	$	757	--	$	757	--	--	$	757
Total Assets	$	757	--	$	757	--	--	$	757

Derivative Liabilities	$	1,818	--	$	1,818	--	--	$	1,818
Total Liabilities	$	1,818	--	$	1,818	--	--	$	1,818

December 31, 2013
Derivative Assets	$	3,988	--	$	3,988	--	--	$	3,988
Total Assets	$	3,988	--	$	3,988	--	--	$	3,988

Derivative Liabilities	$	632	--	$	632	--	--	$	632
Total Liabilities	$	632	--	$	632	--	--	$	632

NOTE 8 — 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 June 30, 2014, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Forward exchange contracts (a)	$	757	$	--	$	757	$	--
Total assets at fair value	$	757	$	--	$	757	$	--

*Liabilities*
Forward exchange contracts (a)	$	1,818	$	--	$	1,818	$	--
Total liabilities at fair value	$	1,818	$	--	$	1,818	$	--

As of December 31, 2013, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Forward exchange contracts (a)	$	3,988	$	--	$	3,988	$	--
Total assets at fair value	$	3,988	$	--	$	3,988	$	--

*Liabilities*
Forward exchange contracts (a)	$	632	$	--	$	632	$	--
Total liabilities at fair value	$	632	$	--	$	632	$	--

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

The carrying amounts of the Company’s other current financial instruments such as cash and equivalents, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument. The Company considers our long-term obligations a Level 2 liability and utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities. The estimated fair value of the Company’s long-term obligations was $371 million as of June 30, 2014 and $363 million as of December 31, 2013.

NOTE 9 — 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. 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.

Under our Certificate of Incorporation, the Company has agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our 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 our exposure. As a result of our insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of June 30, 2014.

NOTE 10 — STOCK REPURCHASE PROGRAM

During the three and six months ended June 30, 2014, the Company repurchased approximately 600 thousand and 800 thousand shares for approximately $39.9 million and $52.9 million, respectively. As of June 30, 2014, the Company has a remaining authorization to repurchase 3.2 million additional shares. The timing of and total amount expended for the share repurchases depends upon market conditions.

NOTE 11 — STOCK-BASED COMPENSATION

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

Compensation expense recorded attributable to stock options for the first six months of 2014 was approximately $12.0 million ($7.8 million after tax). The income tax benefit related to this compensation expense was approximately $4.2 million. Approximately $10.8 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 six months of 2013 was approximately $9.3 million ($6.2 million after tax). The income tax benefit related to this compensation expense was approximately $3.1 million. Approximately $8.3 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 $14.84 and $10.07 per share in 2014 and 2013, 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:
Six months ended June 30,	2014		2013

Dividend Yield	1.7	%	1.8	%
Expected Stock Price Volatility	22.2	%	22.7	%
Risk-free Interest Rate	2.3	%	1.2	%
Expected Life of Option (years)	6.9		6.9

The fair value of stock options granted under the Director Stock Option Plan during the second quarter of 2014 was $14.07. The fair value of stock options granted under the Director Stock Option Plan during the second quarter of 2013 was $10.89. 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:
Six months ended June 30,	2014		2013

Dividend Yield	1.8	%	1.9	%
Expected Stock Price Volatility	22.2	%	23.0	%
Risk-free Interest Rate	2.2	%	1.3	%
Expected Life of Option (years)	6.9		6.9

A summary of option activity under the Company’s stock plans during the first half of 2014 is presented below:

Stock Awards Plans

Director Stock Option Plans

Weighted Average

Shares

Exercise Price

Shares

Exercise Price

Outstanding, January 1, 2014

7,815,932

41.26

313,834

48.85

Granted

1,349,850

68.00

95,000

66.59

Exercised

(523,959

)

31.92

(40,166

)

47.96

Forfeited or expired

(24,067

)

51.10

Outstanding at June 30, 2014

8,617,756

45.99

368,668

53.52

Exercisable at June 30, 2014

5,945,005

39.68

188,159

45.98

Weighted-Average Remaining Contractual Term (Years):

Outstanding at June 30, 2014

6.3

7.8

Exercisable at June 30, 2014

5.2

6.4

Aggregate Intrinsic Value ($000):

Outstanding at June 30, 2014

183,123

5,008

Exercisable at June 30, 2014

163,021

3,973

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

June 30, 2014

18,050

741

June 30, 2013

28,188

285

The fair value of shares vested during the six months ended June 30, 2014 and 2013 was $13.9 million and $12.9 million, respectively. Cash received from option exercises was approximately $19.4 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $5.5 million in the six months ended June 30, 2014. As of June 30, 2014, the remaining valuation of stock option awards to be expensed in future periods was $18.7 million and the related weighted-average period over which it is expected to be recognized is 1.6 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 June 30, 2014, and changes during the period then ended is presented below:

			Weighted-Average
	Shares		Grant-Date Fair Value

Nonvested at January 1, 2014	25,681		$	53.49
Granted	43,671		67.57
Vested	(9,355	)	52.50
Nonvested at June 30, 2014	59,997		$	63.90

Compensation expense recorded attributable to restricted stock unit grants for the first half of 2014 and 2013 was approximately $1.1 million and $493 thousand, respectively. The fair value of units vested during the six months ended June 30, 2014 and 2013 was $491 thousand and $496 thousand, respectively. The intrinsic value of units vested during the six months ended June 30, 2014 and 2013 was $613 thousand and $582 thousand, respectively. As of June 30, 2014 there was $2.4 million of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.7 years.

During the first quarter of 2014, the Company approved a new long-term incentive program for certain employees. The program is based on the cumulative total shareholder return of our common stock during a three year performance period. Total expense related to this program is expected to be approximately $1.2 million over the performance period, of which $320 thousand was recognized in the first half of 2014.

NOTE 12 — 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
	June 30, 2014				June 30, 2013
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	53,076	$	53,076	$	49,802	$	49,802

Average equivalent shares
Shares of common stock	65,328		65,328		66,420		66,420
Effect of dilutive stock based compensation
Stock options	2,103		--		1,682		--
Restricted stock	7		--		4		--
Total average equivalent shares	67,438		65,328		68,106		66,420
Net income per share	$	0.79	$	0.81	$	0.73	$	0.75

	Six months ended
	June 30, 2014				June 30, 2013
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	101,465	$	101,465	$	89,831	$	89,831

Average equivalent shares
Shares of common stock	65,397		65,397		66,288		66,288
Effect of dilutive stock based compensation
Stock options	2,616		--		2,043		--
Restricted stock	29		--		8		--
Total average equivalent shares	68,042		65,397		68,339		66,288
Net income per share	$	1.49	$	1.55	$	1.31	$	1.36

NOTE 13 — SEGMENT INFORMATION

The Company operates in the packaging components industry, which includes the development, manufacture and sale of consumer product dispensing solutions. The Company is organized into three reporting segments. Operations that sell dispensing systems primarily to the personal care, beauty and home care markets form the Beauty + Home segment. Operations that sell dispensing systems primarily to the prescription drug, consumer health care and injectables markets form the Pharma segment. Operations that sell dispensing systems primarily to the food and beverage markets form the Food + Beverage segment.

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and related depreciation and income taxes.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Total Revenue:
Beauty + Home	$	391,215		$	378,828		$	789,755		$	746,011
Pharma	195,690			182,995			390,039			351,888
Food + Beverage	90,192			83,570			180,818			168,903
Total Revenue	677,097			645,393			1,360,612			1,266,802
Less: Intersegment Sales:
Beauty + Home	$	5,989		$	3,844		$	13,293		$	7,555
Pharma	--			64			--			88
Food + Beverage	477			44			637			85
Total Intersegment Sales	$	6,466		$	3,952		$	13,930		$	7,728
Net Sales:
Beauty + Home	$	385,226		$	374,984		$	776,462		$	738,456
Pharma	195,690			182,931			390,039			351,800
Food + Beverage	89,715			83,526			180,181			168,818
Net Sales	$	670,631		$	641,441		$	1,346,682		$	1,259,074

Segment Income (1):
Beauty + Home	$	27,198		$	30,339		$	54,979		$	54,754
Pharma	52,793			50,437			105,275			96,417
Food + Beverage	12,416			11,864			21,496			20,414
Restructuring Initiatives and Related Depreciation	--			(3,067		)	--			(7,593		)
Corporate & Other	(8,502		)	(8,707		)	(20,300		)	(19,492		)
Income before interest and taxes	$	83,905		$	80,866		$	161,450		$	144,500
Interest expense, net	(4,199		)	(4,596		)	(8,064		)	(8,828		)
Income before income taxes	$	79,706		$	76,270		$	153,386		$	135,672

(1) The Company evaluates performance of our business units and allocates resources based upon segment income. Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and income taxes. Restructuring Initiatives and Related Depreciation includes the following income/(expense) items for the three and six months ended June 30, 2014 as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014		2013

European Operations Optimization (“EOO”) Plan
Depreciation	$	--	$	556		$	--	$	1,015
Employee Severance and Other Costs	--		2,555			--		6,622
Prior Year Initiatives	--		(44		)	--		(44		)
Total Restructuring Initiatives and Related Depreciation Expense	$	--	$	3,067		$	--	$	7,593

Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	--	$	3,090		$	--	$	7,616
Pharma	--		--			--		--
Food + Beverage	--		(23		)	--		(23		)
Total Restructuring Initiatives and Related Depreciation Expense	$	--	$	3,067		$	--	$	7,593

NOTE 14 — ACQUISITIONS

In December 2013, AptarGroup acquired a 20% non-controlling investment in Bapco Closures Holding Limited (Bapco) for approximately $5.2 million. In addition to this equity stake, the Company secured an exclusive global license related to innovative closures sealing technology that provides package integrity and tamper evidence. This investment is being accounted for under the equity method of accounting from the date of acquisition and since it does not have a material impact on the results of operations in 2014 or 2013, pro forma information is not presented.

NOTE 15 — RESTRUCTURING INITIATIVES

In November 2012, the Company announced a plan to optimize certain capacity in Europe. Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup transferred and consolidated production capacity involving twelve facilities. Two facilities have closed impacting approximately 170 employees. The locations involved in the plan are facilities serving the beauty, personal care, food, beverage, and consumer health care markets. As of December 31, 2013, the plan was substantially complete. The cumulative expense incurred was $19.5 million. As of June 30, 2014 we have recorded the following activity associated with our European restructuring plan:

	Beginning		Net Charges for								Ending
	Reserve at		the Six Months								Reserve at
	12/31/13		Ended 6/30/14		Cash Paid			FX Impact			6/30/14

Employee severance	$	2,521	$	--	$	(1,991	)	$	(3	)	$	527
Other costs	1,735		--		(639		)	9			1,105
Totals	$	4,256	$	--	$	(2,630	)	$	6		$	1,632

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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 AS OTHERWISE INDICATED)

RESULTS OF OPERATIONS

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013

Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	67.3		67.3		67.2		67.5
Selling, research & development and administrative	14.4		13.7		15.1		14.5
Depreciation and amortization	5.7		6.0		5.6		5.9
Restructuring initiatives	--		0.4		--		0.5
Operating Income	12.6		12.6		12.1		11.6
Other expense	(0.7	)	(0.7	)	(0.7	)	(0.8	)
Income before Income Taxes	11.9		11.9		11.4		10.8

Net Income	7.9	%	7.8	%	7.5	%	7.1	%

Effective Tax Rate	33.4	%	34.6	%	33.8	%	33.8	%

NET SALES

We reported net sales of $670.6 million for the second quarter ended June 30, 2014, 5% above second quarter 2013 reported net sales of $641.4 million. The average U.S. dollar exchange rate weakened relative to the Euro in the second quarter of 2014 compared to the second quarter of 2013. However, the U.S. dollar strengthened compared to other foreign currencies, such as the Brazilian Real, Argentine Peso, Indian Rupee and Russian Ruble. As a result, net changes in exchange rates favorably impacted our reported sales growth by 1%. Therefore, sales excluding changes in foreign currency rates increased by 4% in the second quarter of 2014 compared to the second quarter of 2013. Each business segment reported an increase in sales:

Second Quarter 2014	Beauty				Food +
Net Sales Change over Prior Year	+ Home		Pharma		Beverage		Total

Product Sales (including tooling)	3	%	4	%	7	%	4	%
Currency Effects	--		3	%	--		1	%
Total Reported Net Sales Growth	3	%	7	%	7	%	5	%

For the first six months of 2014, we reported net sales of $1.35 billion, 7% above the first six months of 2013 reported net sales of $1.26 billion. Consistent with the second quarter, the average U.S. dollar exchange rate weakened relative to the Euro but was mostly offset by strengthening of the U.S. dollar compared to other foreign currencies as mentioned above. Therefore, sales excluding changes in foreign currency rates increased by 6% in the first six months of 2014 compared to the first six months of 2013:

First Six Months of 2014	Beauty				Food +
Net Sales Change over Prior Year	+ Home		Pharma		Beverage		Total

Product Sales (including tooling)	5	%	8	%	6	%	6	%
Currency Effects	--		3	%	1	%	1	%
Total Reported Net Sales Growth	5	%	11	%	7	%	7	%

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 June 30,								Six Months Ended June 30,
	2014		% of Total		2013		% of Total		2014		% of Total		2013		% of Total

Domestic	$	161,624	24	%	$	169,245	26	%	$	332,301	25	%	$	326,473	26	%
Europe	393,282		59	%	362,278		57	%	792,741		59	%	718,804		57	%
Other Foreign	115,725		17	%	109,918		17	%	221,640		16	%	213,797		17	%
	$	670,631			$	641,441			$	1,346,682			$	1,259,074

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

Our cost of sales as a percent of net sales was 67.3% in the second quarter of 2014, which is consistent with the cost of sales as a percent of net sales in the same period a year ago. Increased sales volumes in our Pharma segment positively impacted our cost of sales percentage as margins on our pharmaceutical products typically are higher than the overall Company average. Also favorably impacting the cost of sales percentage are cost savings initiatives, including savings related to our European restructuring initiative. These decreases were offset by less favorable resin adjustments in 2014 compared to 2013 which negatively impacted our cost of sales percentage. While the majority of resin cost increases are passed along to our customers in our selling prices, we typically experience a lag in the timing of passing on these cost increases. Currency effects and start-up costs in Latin America also unfavorably impacted the cost of sales percentage.

Cost of sales as a percent of net sales decreased slightly to 67.2% in the first six months of 2014 compared to 67.5% in the same period a year ago. This decrease is mainly due to increased sales volumes across each segment allowing for greater operating leverage and the fact that our Pharma segment had the strongest sales growth of our three segments.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our Selling, Research & Development and Administrative expenses (“SG&A”) increased by approximately $8.4 million to $96.5 million in the second quarter of 2014 compared to $88.1 million during the same period a year ago. Excluding changes in foreign currency rates, SG&A increased $7.3 million in the quarter. The increase is due to several factors including higher research and development costs associated with our recently acquired bonded aluminum to plastic license and higher information technology costs associated with our ongoing enterprise resource planning system roll-ins and higher stock compensation expense. SG&A as a percentage of net sales increased to 14.4% compared to 13.7% in the same period of the prior year due to the higher expenses noted above.

SG&A increased by approximately $20.8 million to $203.2 million in the first six months of 2014 compared to $182.4 million during the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately $19.1 million in the first six months of the year. As discussed above, the increase is mainly due to our investments in research and development and information technology systems along with higher stock compensation expense. SG&A as a percentage of net sales increased to 15.1% in the first six months of 2014 compared to 14.5% in the first six months of 2013 primarily due to higher expenses during the current year.

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses slightly decreased to $38.5 million in the second quarter of 2014 compared to $38.6 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization decreased by approximately $0.9 million in the quarter compared to the same period a year ago. 2013 expenses included $1.5 million of accelerated depreciation on certain corporate assets as well as $0.6 million of accelerated depreciation related to our European restructuring initiatives. These one-time charges in 2013 were partially offset by additional investments in our new products and continued roll-out of our global enterprise resource planning system in 2014. Depreciation and amortization as a percentage of net sales decreased to 5.7% in the second quarter of 2014 compared to 6.0% for the same period a year ago mainly due to our increase in sales during 2014.

For the first six months of 2014, r eported depreciation and amortization expenses increased by approximately $0.9 million to $75.7 million compared to $74.8 million in the first half of 2013. Excluding changes in foreign currency rates, depreciation and amortization decreased by approximately $0.2 million in the first six months of 2014. As discussed above, one-time charges of $1.5 million of accelerated depreciation on certain corporate assets and $1.0 million of accelerated depreciation related to our restructuring initiatives in 2013 were partially offset by additional investments in our new products along with continued roll-out of our global enterprise resource planning system in 2014. D epreciation and amortization as a percentage of net sales also decreased slightly to 5.6% compared to 5.9% for the same period a year ago due to higher sales in the first half of 2014 .

RESTRUCTURING INITIATIVES

In November 2012, the Company announced a plan to optimize certain capacity in Europe. Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup transferred and consolidated production capacity involving twelve facilities. Under the plan, two facilities were closed impacting approximately 170 employees. During the three and six months ended June 30, 2013, we recognized $2.6 million and $6.6 million of restructuring expenses, respectively, along with the $0.6 million and $1.0 million of accelerated depreciation of assets, respectively, mentioned above. The plan was substantially completed at the end of 2013 with total costs of approximately $19.5 million. Savings from the plan are expected to be approximately $10 million on an annualized basis.

OPERATING INCOME

Operating income increased approximately $3.7 million in the second quarter of 2014 to $84.6 million compared to $80.9 million in the same period in the prior year. Excluding changes in currency rates, operating income decreased by approximately $1.4 million in the quarter. The primary reason for the decrease in operating income over the prior year is the higher SG&A costs in

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the current quarter as discussed above. Operating income as a percentage of net sales remained consistent at 12.6% in the second quarter of 2014 compared to the same period in the prior year.

Operating income increased approximately $17.8 million to $163.3 million in the first six months of 2014 compared to $145.5 million in the same period in the prior year. Excluding changes in currency rates, operating income increased by approximately $7.2 million in the first six months of 2014. The increase in operating income is mainly due to higher product sales discussed above. Operating income as a percentage of sales increased to 12.1% in the first six months of 2014 compared to 11.6% for the same period in the prior year.

NET OTHER EXPENSE

Net other expenses in the second quarter of 2014 increased to $4.9 million from $4.6 million in the same period in the prior year. This increase is mainly due to increased costs associated with forward contracts in place to mitigate our foreign currency exposure on cross border transactions.

Net other expenses for the six months ended June 30, 2014 increased slightly to $10.0 million from $9.8 million in the same period in the prior year. Lower interest expense and hedging costs were offset by the recognition of a $1.5 million write-down on a non-controlling investment taken during the first quarter of 2014 to align with the current fair value.

EFFECTIVE TAX RATE

The reported effective tax rate decreased to 33.4% for the three months ended June 30, 2014 compared to 34.6% for the same period ended June 30, 2013 and remained consistent at 33.8% for the six months ended June 30, 2014 and 2013. The decrease in the rate for the three months ended June 30, 2014 is related primarily to a favorable IRS ruling on the classification of a subsidiary that was determined in the second quarter of 2014. The rate for the six months ended June 30, 2013 was favorably impacted by an Italian tax law change which provided approximately the same benefit as the IRS ruling in 2014, thereby leaving the tax rates the same for the six months ended June 30, 2013 and 2014. Additionally, although the effective tax rate increased in 2014 due to tax law changes enacted in France in December 2013, the increase was offset by our decision not to repatriate funds from Europe in 2014 and the absence of any associated tax costs.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup, Inc. of $53.1 million and $101.5 million in the three and six months ended June 30, 2014, respectively, compared to $49.8 million and $89.8 million for the same periods in the prior year.

BEAUTY + HOME SEGMENT

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013

Net Sales	$385,226		$374,984		$776,462		$738,456
Segment Income	27,198		30,339		54,979		54,754
Segment Income as a percentage of Net Sales	7.1	%	8.1	%	7.1	%	7.4	%

Net sales for the quarter ended June 30, 2014 increased 3% to $385.2 million compared to $375.0 million in the second quarter of the prior year. For the segment, changes in foreign currency rates did not have a material impact on reported sales for the quarter ended June 30, 2014. Sales, excluding foreign currency changes, to the beauty market increased 3% mainly on the growth in new skin care products while sales to the personal care market were flat in the second quarter of 2014 compared to the same period in the prior year. Home care sales increased 17% mainly on higher tooling sales. Geographically, local currency sales increases in Europe, Asia and Latin America more than offset continued softness in the North American region. Customer tooling sales, excluding foreign currency changes, increased in the second quarter of 2014 to $11.5 million compared to $7.9 million in the second quarter of the prior year. Increases in resin pass throughs to our customers also positively impacted sales by $0.3 million.

Net sales increased 5% in the first six months of 2014 to $776.5 million compared to $738.5 million in the first six months of the prior year. Changes in foreign currency rates did not have a material impact on reported sales for the first six months of 2014. Sales of our products, excluding foreign currency changes, to the beauty market increased 6% while sales to the personal care market increased 5% in the first six months of 2014 compared to the first six months of 2013. Geographically, excluding foreign currency changes, all four regions reported sales growth. Customer tooling sales, excluding foreign currency changes, also increased in the first six months of 2014 to $16.3 million compared to $14.1 million in the first six months of the prior year.

Segment income for the second quarter of 2014 decreased approximately 10% to $27.2 million compared to $30.3 million reported in the prior year. Currency effects and start-up costs in Latin America negatively impacted results by approximately $2.1 million while less favorable resin adjustments negatively impacted results by approximately $0.9 million. Business softness and operational inefficiencies in North America also negatively impacted results.

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Segment income in the first six months of 2014 increased by less than 1% to $55.0 million compared to $54.8 million reported in the same period in the prior year. Increases in product sales and savings related to our European restructuring initiative were offset by $5.3 million of negative currency transaction effects and start-up costs for our new facilities in Latin America along with higher SG&A costs mainly related to professional and legal fees.

PHARMA SEGMENT

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Net Sales	$	195,690		$	182,931		$	390,039		$	351,800
Segment Income	52,793			50,437			105,275			96,417
Segment Income as a percentage of Net Sales	27.0		%	27.6		%	27.0		%	27.4		%

Net sales for the Pharma segment increased by 7% in the second quarter of 2014 to $195.7 million compared to $182.9 million in the second quarter of 2013. Changes in foreign currency rates represented 3% of the total segment sales increase. S ales, excluding changes in foreign currency rates, increased 4%. Sales, excluding foreign currency changes, to the prescription and consumer health care markets increased 3% and 11%, respectively. Consumer health care’s growth over the prior year was mainly due to several new eye care product introductions using our ophthalmic squeeze dispenser along with strong bag-on-valve sales for nasal saline products. Sales, excluding foreign currency changes, to the injectables market decreased by 3% with lower tooling sales accounting for 2% of the 3% decrease and the remainder due to one particular customer being overstocked.

Net sales for the first six months of 2014 increased approximately 11% to $390.0 million compared to $351.8 million in the first six months of the prior year. Changes in foreign currency rates represented 3% of the total segment sales increase. Excluding changes in foreign currency rates, sales increased by 8 % in the first six months of 2014 compared to the first six months of 2013. Excluding foreign currency rate changes, sales to the prescription and consumer health care markets increased 6% and 18%, respectively, in the first six months of 2014 compared to the same period in the prior year led by strong sales of our products to the asthma/COPD, pain and nasal decongestant markets. Excluding foreign currency rate changes, sales to the injectables market increased 1% as first quarter sales increases more than offset the decrease in tooling sales and customer overstocking in the second quarter.

Segment income in the second quarter of 2014 increased approximately 5% to $52.8 million compared to $50.4 million reported in the same period in the prior year. This increase is mainly attributed to the higher sales for both the prescription and consumer health care markets as mentioned above.

Segment income in the first six months of 2014 increased approximately 9% to $105.3 million compared to $96.4 million reported in the same period of the prior year. This increase is again mainly attributed to the higher sales for the prescription and consumer health care markets. The Pharma segment also recognized a $1.5 million expense in the first quarter of 2014 related to the write-down of a non-controlling investment to align with the current fair value.

FOOD + BEVERAGE SEGMENT

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Net Sales	$	89,715		$	83,526		$	180,181		$	168,818
Segment Income	12,416			11,864			21,496			20,414
Segment Income as a percentage of Net Sales	13.8		%	14.2		%	11.9		%	12.1		%

Net sales for the Food + Beverage segment for the quarter ended June 30, 2014 increased approximately 7% to $89.7 million compared to $83.5 million in the second quarter of the prior year. For the segment, changes in foreign currency rates did not have a material impact on reported sales for the quarter ended June 30, 2014. Excluding foreign currency rate changes, sales to the beverage market increased approximately 11% on the combination of the continued success of functional bottled water in the Asian region and growth in the concentrate market that collectively offset lower tooling sales. Excluding foreign currency rate changes, sales to the food market increased 4% mainly due to an increase in custom tooling sales. Increases in resin pass throughs to our customers also positively impacted sales by $0.6 million.

Net sales for the first six months of 2014 increased approximately 7% to $180.2 million compared to $168.8 million in the first six months of the prior year. Excluding changes in foreign currency rates, sales increased 6%. Sales, excluding foreign currency changes, to the beverage market increased 9% and sales to the food market increased approximately 4% in the first six months of 2014 compared to the same period in the prior year. Consistent with the second quarter, the six month beverage sales increase is driven by the continued success of functional bottled water in the Asian region and growth in the concentrate market offset by $4.8 million of lower tooling sales. The food increase is mainly due to improving sales to our sauces and condiments market.

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Segment income in the second quarter of 2014 increased approximately 5% to $12.4 million compared to $11.9 million during the same period in the prior year. Segment income was positively impacted by the increased product sales discussed above along with improved productivity and overhead cost absorption, particularly in North America and Europe. Less favorable resin adjustments negatively impacted segment results by $1.3 million in the quarter.

Segment income in the first six months of 2014 increased approximately 5% to $21.5 million compared to $20.4 million reported in the same period of the prior year. The strong growth in product sales along with improved manufacturing productivity and cost absorption mentioned above contributed to the improvement.

CORPORATE & OTHER

In addition to our three operating business segments, AptarGroup assigns certain costs to “Corporate & Other,” which is presented separately in Note 13 of the Unaudited Notes to the Condensed Consolidated Financial Statements. Corporate & Other primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our operating segments. Corporate & Other expense decreased to $8.5 million for the quarter ended June 30, 2014 compared to $8.7 million in the second quarter of the prior year mainly due to a $1.5 million adjustment for accelerated depreciation on certain corporate assets in 2013 which outweighed increases in professional fees and personnel costs in 2014.

Corporate & Other expense in the first six months of 2014 increased to $20.3 million compared to $19.5 million reported in the same period of the prior year. The increase is mainly due to increases in professional fees along with higher personnel costs. These increases are somewhat offset by the 2013 accelerated depreciation on certain corporate assets noted above.

FOREIGN CURRENCY

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

QUARTERLY TRENDS

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

We generally incur 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 2014 compared to 2013 is as follows:

	2014		2013
First Quarter	$	8.4	$	6.5
Second Quarter	3.7		2.8
Third Quarter (estimated for 2014)	2.9		2.2
Fourth Quarter (estimated for 2014)	2.9		2.2
	$	17.9	$	13.7

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations and our revolving credit facility. In the first six months of 2014, our operations provided approximately $109.6 million in cash flow. Our operations provided the same level of cash flow in the first six months of 2013. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization. During the first half of 2014, we utilized the majority of the operating cash flows to finance capital expenditures.

We used $84.9 million in cash for investing activities during the first half of 2014, compared to $69.0 million during the same period a year ago. The increase in cash used for investing activities is due primarily to an increase in capital expenditures of $15.3 million in the first half of 2014 compared to the first half of 2013. Cash outlays for capital expenditures for 2014 are estimated to be approximately $190 million but could vary due to changes in exchange rates as well as the timing of capital projects.

Proceeds from financing activities were $12.0 million in the first half of 2014 compared to a use of $82.1 million in cash for financing activities during the same period a year ago. The increase in cash from financing activities was primarily due to an increase in the proceeds from notes payable primarily used to cover dividends and share repurchases in 2014.

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Cash and equivalents increased to $341.3 million at June 30, 2014 from $309.9 million at December 31, 2013. Total short and long-term interest bearing debt also increased in the first half of 2014 to $570.4 million from $494.6 million at December 31, 2013. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholder’s equity plus Net Debt) was 13.0% at the end of June 2014 compared to 11.1% at December 31, 2013.

Our U.S. operations generate sufficient cash flows to fund their liquidity needs and do not depend on cash located outside of the U.S. for their operations. Nevertheless, we are a dividend payer and have an active share repurchase program. These two items are funded with operating cash flows from the U.S. and are supplemented by additional borrowings from our revolving credit facility. Specifically, in the U.S., we have an unsecured $300 million revolving line of credit of which $95 million was unused and available as of June 30, 2014 and believe we have the ability to borrow additional funds should the need arise. On January 31, 2013, we amended the revolving credit facility to, among other things, add a swingline loan sub-facility and extend the maturity date for the revolving credit facility by one year, to January 31, 2018. On January 31, 2014, we amended the revolving credit facility to, among other things, increase the amount of permitted receivables transactions from $100 to $150 million, reduce the cost of committed funds by 12.5 basis points and uncommitted funds by 2.5 basis points, and extend the maturity date of the revolving credit facility by one year, to January 31, 2019.

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

		Requirement		Level at June 30, 2014
Debt to total capital ratio		Maximum of 55%		27.2%

Based upon the above debt to total capital ratio covenant we had the ability to borrow approximately an additional $1.3 billion at June 30, 2014 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 $341.3 million in cash and equivalents is located outside of the U.S. We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. If we were to repatriate non-U.S. cash balances from certain subsidiaries, it could have adverse tax consequences as we may be required to pay and record income tax expense on these funds. Historically, the tax consequences associated with repatriating current year earnings to the U.S. have been between 10% and 14% of the repatriated amount.

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

On July 17, 2014, the Board of Directors declared a quarterly dividend of $0.28 per share payable on August 20, 2014 to stockholders of record as of July 30, 2014.

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 2027. Most of the operating leases contain renewal options and certain equipment leases include options to purchase during or at the end of the lease term. Other than operating lease obligations, we do not have any off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING STANDARDS

We have reviewed the recently issued accounting standards updates to the FASB’s Accounting Standards Codification that have future effective dates. Standards which are effective for the first half of 2014 are discussed in Note 1 of the Unaudited Notes to Condensed Consolidated Financial Statements.

In May 2014, the FASB amended the guidance for recognition of revenue from customer contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance will be effective for the Company’s fiscal year beginning after December 15, 2016. Early application is not permitted.

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

Looking to the third quarter, we anticipate that each of our business segments will grow over the prior year. With a focus on operational efficiencies, cost containment and price adjustments where possible, we expect our Beauty + Home segment’s profitability to gradually improve during the second half of the year; however, conditions in Latin America are expected to remain challenging for this segment. Our other segments are expected to continue to do well and the diversification of our business and

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flow of new product introductions will continue to support our long-term growth.

AptarGroup expects diluted earnings per share using a 35% effective tax rate to be in the range of $0.72 to $0.77 per share for the third quarter of 2014 compared to $0.67 per diluted share reported in the prior year period, or $0.70 per share after excluding the negative impact of $0.03 per share from the European restructuring plan. AptarGroup is in the process of implementing a legal reorganization for our non-U.S. subsidiaries that will allow greater financial flexibility in the future. As a result of this legal reorganization, the Company expects to record a one-time tax expense in the third quarter of approximately $3 million or $0.04 per share, which is not included in the guidance range given. The impact of this one-time tax expense is expected to increase the effective tax rate in the third quarter to 39%. AptarGroup anticipates the full year effective tax rate, including the one-time expense mentioned above, to be approximately 35%.

FORWARD-LOOKING STATEMENTS

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

· economic, environmental and political conditions worldwide;

· financial conditions of customers and suppliers;

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

· changes or consolidations within our customer base and/or changes in consumer spending levels;

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

· our ability to contain costs and improve productivity;

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

· our ability to increase prices, contain costs and improve productivity;

· significant fluctuations in foreign currency exchange rates, including the current volatility noted in the Latin American and Asian regions;

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

· volatility of global credit markets;

· the timing and magnitude of capital expenditures;

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

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

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

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

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

· changes or difficulties in complying with government regulation;

· changing regulations or market conditions regarding environmental sustainability;

· work stoppages due to labor disputes;

· competition, including technological advances;

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

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

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

· the demand for existing and new products;

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

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

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

· significant product liability claims; and

· other risks associated with our operations.

Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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 June 30, 2014 about our forward currency exchange contracts. The majority of the contracts expire before the end of the third quarter of 2014.

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

Swiss Franc/Euro	$	63,579	0.8212	62,510-63,579
Euro/Brazilian Real	21,206		3.3149	20,980-21,393
Euro/U.S. Dollar	17,161		1.3649	13,777-17,161
U.S. Dollar/Chinese Yuan	10,040		6.2632	8,310-10,040
British Pound/Euro	9,539		1.2482	9,416-10,014
Euro/Mexican Peso	8,371		18.9396	4,398-8,371
Czech Koruna/Euro	6,651		0.0364	5,597-6,651
Euro/Indian Rupee	4,245		84.7583	3,088-4,245
Euro/Columbian Peso	3,577		2,880.3990	2,050-3,577
Euro/Chinese Yuan	3,532		8.5805	3,532-3,890
Chinese Yuan/U.S. Dollar	1,430		0.1602	970-1,430
Euro/Russian Ruble	1,112		46.8264	1,112-1,112
Other	3,651
Total	$	154,094

As of June 30, 2014, we have recorded the fair value of foreign currency forward exchange contracts of $0.7 million in prepaid and other, $0.1 million in miscellaneous other assets, $1.6 million in accounts payable and accrued liabilities and $0.2 million in deferred and other non-current liabilities in the balance sheet.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2014. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended June 30, 2014, the Company implemented an enterprise resource planning system at three U.S. facilities. Consequently, the control environments have been modified at these locations. Other than these items, no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company’s fiscal quarter ended June 30, 2014 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

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

RECENT SALES OF UNREGISTERED SECURITIES

The employees of AptarGroup S.A.S. and Aptar France S.A.S., our subsidiaries, are eligible to participate in the FCP Aptar Savings Plan (the “Plan”). All eligible participants are located outside of the United States. An independent agent purchases shares of our common stock available under the Plan for cash on the open market and we do not issue shares. We do not receive any proceeds from the purchase of shares of our common stock under the Plan. The agent under the Plan is Banque Nationale de Paris Paribas Fund Services. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act. During the quarter ended June 30, 2014, the Plan purchased 8,307 shares of our common stock on behalf of the participants at an average price of $66.11 per share, for an aggregate amount of $549 thousand, and sold 587 shares of our common stock on behalf of the participants at an average price of $67.11 per share, for an aggregate amount of $39 thousand. At June 30, 2014, the Plan owns 49,036 shares of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes the Company’s purchases of our securities for the quarter ended June 30, 2014:

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

4/1 – 4/30/14	52,844	$	67.05	52,844	3,719,847
5/1 – 5/31/14	351,967	66.42		351,967	3,367,880
6/1 – 6/30/14	195,189	66.43		195,189	3,172,691
Total	600,000	$	66.48	600,000	3,172,691

The Company announced the existing repurchase program, authorizing the Company to repurchase up to four million shares of our outstanding common stock on July 18, 2013. There is no expiration date for this repurchase program.

ITEM 6. EXHIBITS

Exhibit 10.1	AptarGroup, Inc. 2014 Stock Awards Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2014, is hereby incorporated by reference.

Exhibit 10.2	Form of AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan.

Exhibit 10.3	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan.

Exhibit 10.4	Employment Agreement effective August 1, 2014 of Salim Haffar.

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 second quarter of fiscal 2014, filed with the SEC on August 4, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2014 and 2013, (ii) the Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Balance Sheets – June 30, 2014 and December 31, 2013, (iv) the Condensed Consolidated Statements of Changes in Equity - Six Months Ended June 30, 2014 and 2013, (v) the Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2014 and 2013 and (vi) the Notes to Condensed Consolidated Financial Statements.

Table of Contents

SIGNATURE

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

	AptarGroup, Inc.
	(Registrant)

	By /s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary
	(Duly Authorized Officer and
	Principal Accounting and Financial Officer)


	Date: August 4, 2014

Table of Contents

INDEX OF EXHIBITS

Exhibit
Number		Description

10.1		AptarGroup, Inc. 2014 Stock Awards Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2014, is hereby incorporated by reference.

10.2		Form of AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan.

10.3		Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan.

10.4		Employment Agreement effective August 1, 2014 of Salim Haffar.

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 second quarter of fiscal 2014, filed with the SEC on August 4, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2014 and 2013, (ii) the Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Balance Sheets – June 30, 2014 and December 31, 2013, (iv) the Condensed Consolidated Statements of Changes in Equity - Six Months Ended June 30, 2014 and 2013, (v) the Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2014 and 2013 and (vi) the Notes to Condensed Consolidated Financial Statements.

Exhibit 10.2

APTARGROUP, INC.
STOCK OPTION AGREEMENT
FOR EMPLOYEES

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants to [[FIRSTNAME]] [[LASTNAME]] (the “Employee”) as of January __, ____ (the “Option Date”), pursuant to the provisions of the AptarGroup, Inc. 2014 Stock Awards Plan (the “Plan”), a non-qualified option to purchase from the Company (the “Option”) [[SHARES GRANTED]] shares of its Common Stock, $.01 par value (“Stock”), at the price of [[GRANT PRICE]] 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 the 2014 Stock Awards Plan Acceptance and Beneficiary Designation Form (the “Acceptance and Beneficiary Designation Form” 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 take any action or engage in any conduct which would interfere with the employment relationship between the Company and any of its employees; 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 is engaged in, or is about to become engaged in, research or development, production, marketing or selling of any Competing Product anywhere worldwide which the Company or its Affiliates is engaged in business; and “Competing Product” means any product, technology or process of any person or organization other than the Company, in existence or under development, which is of the same type or intended for the same use as, or which competes or is potentially competitive with, a product, technology or process of the Company.

(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. Acceptance and Beneficiary Designation Form, 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.

	APTARGROUP, INC.



	By:
		Stephen J. Hagge
		President and Chief Executive Officer

	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

APTARGROUP, INC.

2014 Stock Awards Plan

NAME: [[FIRSTNAME]] [[LASTNAME]]

GRANT DATE: [[GRANTDATE]]

SHARES GRANTED: [[SHARESGRANTED]]

ACCEPTANCE & BENEFICIARY DESIGNATION FORM

Capitalized terms not defined herein shall have the meanings specified in the AptarGroup Inc. Stock Option Agreement For Employees, dated as of January __, 2014 (the “ Agreement ”), and the AptarGroup, Inc. 2014 Stock Awards Plan.

1. Acceptance .

The Employee hereby accepts the Agreement this ____ day of ______________, 2014.

2. Beneficiary Designation .

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.

3. Receipt of Prospectus .

I certify that I have received a copy of the Prospectus accompanying the 2014 Stock Awards Plan.



Employee’s Signature






Date

Exhibit 10.3

APTARGROUP, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants [FIRSTNAME] [LASTNAME] (the “Employee”) as of _________, ____ (the “Grant Date”), pursuant to Section 5(d) of the AptarGroup, Inc. 2014 Stock Awards Plan (the “Plan”), a restricted stock unit award (the “Award”) of [UNITS GRANTED] 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 [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on _______, ____, an additional [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on _______, ____, and the remaining [INSERT NUMBER OF UNITS] 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.

	APTARGROUP, INC.



	By:	Stephen J. Hagge
		President and Chief Executive Officer

	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.

2014 Stock Awards Plan

NAME: [FIRSTNAME] [LASTNAME]

GRANT DATE: [GRANTDATE]

UNITS GRANTED: [UNITS GRANTED]

ACCEPTANCE & BENEFICIARY DESIGNATION FORM

Capitalized terms not defined herein shall have the meanings specified in the AptarGroup Inc. Restricted Stock Unit Award Agreement, dated as of _______, ____ (the “ Agreement ”), and the AptarGroup, Inc. 2014 Stock Awards Plan.

1. Acceptance .

The Employee hereby accepts the Agreement this ____ day of ______________, 2014.

2. Beneficiary Designation .

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.

3. Receipt of Prospectus .

I certify that I have received a copy of the Prospectus accompanying the 2014 Stock Awards Plan.


Employee’s Signature


Date

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT between AptarGroup, Inc., a Delaware corporation (the “Company”), and Salim Haffar (the “Executive”) is entered into as of August 1, 2014. In consideration of the covenants contained herein, the parties agree as follows:

1. Employment . The Company shall employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and subject to the conditions set forth herein for the period beginning on August 1, 2014 and ending on December 31, 2016, unless earlier terminated pursuant to Section 4 hereof; provided, however, that such term shall automatically be extended as of each January 1 st commencing January 1, 2015, for one additional year unless either the Company or the Executive shall have terminated this automatic extension provision by written notice to the other party at least 30 days prior to the automatic extension date; and provided further that in no event shall such term extend beyond December 31, 2038. The term of employment in effect from time to time hereunder is hereinafter called the “Employment Period.”

2. Position and Duties . During the Employment Period, the Executive shall serve as the President, Aptar Pharma, or in such other executive position as determined by the Chief Executive Officer of the Company (the “Company CEO”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the direction of the Company CEO. The Executive shall have the title of President, Aptar Pharma or such other title denoting an executive office as determined by the Company CEO and shall report to the Company CEO or such other executive officer of the Company as determined by the Company CEO. During the Employment Period, the Executive shall devote his best efforts and his full business time to the business and affairs of the Company and its subsidiaries.

3. Compensation and Benefits . (a) The Company shall pay the Executive a salary during the Employment Period, in monthly installments, initially at the rate of $455,000 per annum. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may, in its sole discretion (i) increase (but not decrease) such salary from time to time and (ii) award a bonus to the Executive for any calendar year during the Employment Period.

(b) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time.

(c) During the Employment Period, the Executive shall be entitled to participate in the Company’s executive benefit programs on the same basis as other executives of the Company having the same level of responsibility, which programs consist of those benefits (including insurance, vacation, company car or car allowance and/or other benefits) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board of Directors of the Company (the “Board”) or the Compensation Committee.

(d) In addition to participation in the Company’s executive benefit programs pursuant to Section 3(c), the Executive shall be entitled during the Employment Period to:

(i) supplemental term life insurance coverage in an amount equal to the Executive’s annual salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the executive benefit programs or a comparable insurer acceptable to the Company; provided, that if such supplemental life insurance coverage is not available and if the Employment Period ends on account of the Executive’s death, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) a lump sum amount equal to the excess of (A) the amount of the Executive’s annual salary then in effect over (B) the amount of term life insurance coverage provided to the Executive by the Company.

(ii) supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to 66 2/3% of the Executive’s annual salary; but only if and so long as supplementary coverage is available at standard rates from the insurer providing long-term disability coverage under the executive benefit program or a comparable insurer acceptable to the Company.

4. Termination of Employment . (a) The Employment Period shall end upon the first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof, (ii) termination of the Executive’s employment by the Company on account of the Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”), (iii) termination of the Executive’s employment by the Company for Cause (“Termination for Cause”), (iv) termination of the executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”), (v) the Executive’s death or (vi) termination of the Executive’s employment by the Executive for any reason following written notice to the Company at least 90 days prior to the date of such termination (“Termination by the Executive”). All references in this Agreement to the Executive’s termination of employment and to the end of the Employment Period shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b) For purposes of this Agreement, “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) breach of any provision of Section 5 or Section 6 hereof or (vi) any other breach of this Agreement which is material and which is not cured within 30 days following written notice thereof to the Executive by the Company.

(c) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, the Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) any unpaid salary accrued through the date of such

termination, (ii) any bonus payable based on actual performance, but only if such termination occurs during the third or fourth quarter of the Company’s fiscal year, such bonus to be prorated and paid in accordance with Company policy (with such prorated bonus paid no later than the March 15th immediately following the end of the fiscal year in which such prorated bonus was earned), (iii) any unpaid expenses which shall have been incurred as of the date of such termination and (iv) to the extent provided in any benefit plan in which the Executive has participated, any plan benefits which by their terms extend beyond termination of the Executive’s employment. Notwithstanding the foregoing, if the Employment Period ends on account of a Termination for Cause, the Executive shall not be entitled to any unpaid bonus accrued through the date of such termination.

(d) If the Employment Period ends on account of Termination for Disability, in addition to the amounts described in Section 4(c) hereof, the Executive shall receive the disability benefits to which he is entitled under any disability benefit plan in which the Executive has participated as an employee of the Company.

(e) If the Employment Period ends on account of the Executive’s death, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death), in addition to the amount payable pursuant to Section 3(d)(i), amounts equal to one-half of the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) had the Employment Period remained in effect until the second anniversary of the date of the Executive’s death, at the times such amounts would have been paid.

(f) If the Employment Period ends on account of Termination without Cause, in addition to the amounts described in Section 4(c) hereof, the Company shall, subject to Section 4(k) hereof, pay to the Executive amounts equal to the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) had the Employment Period remained in effect until the date on which (without any extension thereof, or, if previously extended, without any further extension thereof) it was then scheduled to end, at the times such amounts would have been paid, less any payments to which the Executive shall be entitled during such salary continuation period under any disability benefit plan in which the Executive has participated as an employee of the Company; provided, however, that in the event of the Executive’s death during the salary continuation period, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) amounts during the remainder of the salary continuation period equal to one-half of the amounts which would have been paid to the Executive but for his death. It is expressly understood that the Company’s payment obligations under this Section 4(f) shall cease in the event the Executive shall breach any provision of Section 5 or Section 6 hereof.

(g) Notwithstanding the foregoing provisions of this Section 4, in the event of a Change in Control (as defined in Appendix A hereto), the employment of the Executive hereunder shall not be terminated by the Company or any successor to the Company within two years following such Change in Control unless the Executive receives written notice of such termination from the Company or such successor at least 30 days prior to the date of such termination. In addition, the Executive agrees that he shall not terminate his employment

hereunder, other than for Good Reason, within one year following a Change in Control unless the Company or any successor to the Company receives written notice of such termination from the Executive at least six months prior to the date of such termination. In the event of a termination of employment by the Company or its successor other than a Termination for Cause, a Termination for Disability or due to the Executive’s death (in which case the provisions of Section 4(c), 4(d) or 4(e), as the case may be, shall apply), within two years following a Change in Control, or in the event that the Executive terminates his employment hereunder for Good Reason (as defined in Section 4(h) hereof) within two years following a Change in Control:

(i) the Company shall, subject to Section 4(k) hereof, pay to the Executive within 30 days following the date of termination, in addition to the amounts and benefits described in Sections 4(c)(i), (iii) and (iv) hereof:

(A) a cash amount equal to the sum of (i) the Executive’s annual bonus in an amount at least equal to the average of the annual bonuses paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the date of termination and the denominator of which is 365 or 366, as applicable, and (ii) any accrued vacation pay to the extent not theretofore paid; plus

(B) a lump-sum cash amount in an amount equal to (i) two and one-half (2½) times the Executive’s highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the date of termination, plus (ii) two and one-half (2½) times the average of the annual bonuses paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs; provided, however, that any amount paid pursuant to this Section 4(g)(i)(B) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under Section 4(f) of this Agreement or under any severance plan, policy or arrangement of the Company;

(ii) for a period of two and one-half (2½) years commencing on the date of termination, the Company shall continue to keep in full force and effect all policies of medical, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the date of termination or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company, and the Company and the Executive shall share the costs of the

continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the date of termination; and

(iii) the Company shall pay to the Executive any compensation previously deferred by the Executive (together with any interest and earnings thereon) in accordance with the terms of the plans pursuant to which such compensation was deferred.

(h) For purposes of this Agreement “Good Reason” shall mean (x) a reduction by the Company in the Executive’s rate of annual salary in effect immediately prior to the Change in Control, (y) a material reduction in any benefit afforded to the Executive pursuant to any benefit plan of the Company in effect immediately prior to the Change in Control, unless all comparable executives of the Company suffer a substantially similar reduction or (z) the relocation of the Executive’s office to a location more than 60 miles from his current office.

(i) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any adjustment required under this Section 4(i) (in the aggregate, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if it is determined that (A) the amount remaining, after the Total Payments are reduced by an amount equal to all applicable federal and state taxes (computed at the highest applicable marginal rate), including the Excise Tax, is less than (B) the amount remaining, after taking into account all applicable federal and state taxes (computed at the highest applicable marginal rate), after payment or distribution to or for the benefit of the Executive of the maximum amount that may be paid or distributed to or for the benefit of the Executive without resulting in the imposition of the Excise Tax, then the Total Payments shall be reduced so that the Total Payments are one dollar ($1) less than such maximum amount. In the event that the Total Payments shall be reduced pursuant to this Section 4(i), then such reduced payment shall be determined by reducing the Total Payments otherwise payable to the Executive in the following order: (i) by reducing the payments due under Section 4(g)(i); (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by eliminating the acceleration of vesting of any stock options (and if there is more than one option award so outstanding, then the acceleration of the vesting of the stock option with the highest exercise price shall be reduced first and so on); and (iv) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the oldest award reduced first and the most-recently awarded reduced last).

(j) If the Employment Period ends solely on account of the expiration of the term of this Agreement pursuant to Section 1 hereof and not for any other reason set forth in this Section 4, the Executive shall, subject to Section 4(k) hereof, be entitled to receive the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) at the times such amounts would otherwise have been paid, and the medical and life insurance benefits the Executive and his dependents otherwise would have received, had the Employment Period remained in effect for one year following the date of such termination. It is expressly

understood that the Company’s payment obligations under this Section 4(j) shall cease in the event the Executive shall breach any provision of Section 5 or Section 6 hereof.

(k) Notwithstanding any other provision of this Agreement, if on the date that the Employment Period ends, (i) the Company is a publicly traded corporation and (ii) the Company determines that the Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent that any amount payable under this Agreement (A) is payable as a result of the Executive’s separation from service, (B) constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code and (C) under the terms of this Agreement would be payable prior to the six-month anniversary of the date on which the Employment Period ends, such payment shall be delayed until the earlier of (1) the six-month anniversary of the date on which the Employment Period ends and (2) the death of the Executive. Notwithstanding the requirement of Section 4(g)(i) hereof that payments to the Executive thereunder be made in a lump sum, if a Change in Control within the meaning of this Agreement does not constitute a “change in control event” within the meaning of Section 409A of the Code, the amounts payable pursuant to Section 4(g)(i) hereof shall be paid to the Executive, but with respect to the timing thereof, such payments shall be made in the installments, and during the period, described in Section 4(f) hereof. Each amount payable under this Agreement as a result of the separation of the Executive’s service shall constitute a “separately identified amount” within the meaning of Treasury Regulation §1.409A-2(b)(2). 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 (“409A Penalties”). In the event the terms of this Agreement would subject the Executive to 409A Penalties, the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. Any reimbursement (including any advancement) payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within 30 days following receipt of such expense reports (or invoices), but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A of the Code.

5. Confidential Information . The Executive acknowledges that the information, observations and data obtained by him while employed by the Company pursuant to this Agreement, as well as those obtained by him while employed by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement, concerning the business or affairs of the Company or any of its subsidiaries or affiliates or any predecessor thereof (“Confidential Information”) are the property of the Company or such subsidiary or affiliate. Therefore, the Executive agrees that he shall not disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Company CEO unless and except to the extent that such Confidential

Information becomes generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act. The Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company or any of its subsidiaries or affiliates which he may then possess or have under his control.

6. Noncompetition; Nonsolicitation . (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company.

(b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he 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 in 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 then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity.

(c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, 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 then current or prospective customer of the Company or of any of its subsidiaries or affiliates.

(d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation.

(e) If, at the time of enforcement of this Section 6, a court 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 shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

7. Enforcement . Because the services of the Executive are unique and the Executive has access to confidential information of the Company, the parties hereto agree that the Company would be damaged irreparably in the event any provision of Section 5 or Section 6 hereof 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. Therefore, the Company or its successors or 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).

8. Survival . Sections 5, 6, 7 and 16 hereof shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.

9. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to the Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to AptarGroup, Inc., 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014, attention: Chief Executive Officer or (b) to such other address as either party shall have furnished to the other in accordance with this Section 9.

10. 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 any other provision or 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.

11. 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, including without limitation the Employment Contract with Indefinite Duration, effective as of September 1, 2013, between Aptargroup SAS and the Executive.

12. Successors and Assigns . This Agreement shall inure to the benefit of and be enforceable by the Executive and his heirs, executors and personal representatives, and the Company and its successors and assigns. Any successor or assignee of the Company shall assume the liabilities of the Company hereunder.

13. Governing Law . This Agreement shall be governed by the internal laws (as opposed to the conflicts of law provisions) of the State of Illinois.

14. Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, 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.

15. Withholding . All payments and benefits under this Agreement are subject to withholding of all applicable taxes.

16. Compensation Subject to Recoupment . Notwithstanding any provisions in this Agreement or any other agreement or arrangement to the contrary, any incentive-based compensation, equity-based compensation or compensation otherwise subject to clawback under applicable law, in each case, paid or payable pursuant to the terms of this Agreement or any other agreement or arrangement with the Company, shall be subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

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

		APTARGROUP, INC.

		By:	/s/ STEPHEN J. HAGGE

		Name:	Stephen J. Hagge

		Title:	President and Chief Executive Officer


		EXECUTIVE:


			/s/ SALIM HAFFAR


			Salim Haffar

Appendix A to
Employment Agreement

DEFINITION OF CHANGE IN CONTROL

“Change in Control” means:

(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;

(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

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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

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Exhibit 31.1

CERTIFICATION

I, Stephen J. Hagge, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a--15(e) and 15d--15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a--15(f) and 15d--15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date:	August 4, 2014


	By:	/s/ STEPHEN J. HAGGE
		Stephen J. Hagge
		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:	August 4, 2014


	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, Stephen J. Hagge, president and chief executive officer of AptarGroup, Inc., certify that (i) the Quarterly Report on Form 10-Q of AptarGroup, Inc. for the quarter ended June 30, 2014 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of AptarGroup, Inc.

	/s/ STEPHEN J. HAGGE
	Stephen J. Hagge
	President and Chief Executive Officer

	August 4, 2014

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 June 30, 2014 (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

		August 4, 2014