Edgar Filing: APTARGROUP INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-1004

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

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

FOR THE TRANSITION PERIOD FROM TO

____________________________________________________________________________

COMMISSION FILE NUMBER 1-11846

AptarGroup, Inc.

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

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

815-477-0424

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 August 3, 2012
Common Stock, $.01 par value per share		66,593,619 shares

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AptarGroup, Inc.

Form 10-Q

Quarter Ended June 30, 2012

INDEX

Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2012 and 2011	1

	Condensed Consolidated Statements of Comprehensive (Loss) Income – Three and Six Months Ended June 30, 2012 and 2011	2

	Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	3

	Condensed Consolidated Statements of Changes in Equity – Six Months Ended June 30, 2012 and 2011	5

	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2012 and 2011	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 6.	Exhibits	24

	Signature	25

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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,
	2012			2011			2012			2011

Net Sales	$	577,503		$	614,929		$	1,170,001		$	1,191,447
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	390,225			409,481			791,295			792,151
Selling, research & development and administrative	87,625			90,290			176,124			180,769
Depreciation and amortization	32,597			34,914			65,151			68,519
	510,447			534,685			1,032,570			1,041,439
Operating Income	67,056			80,244			137,431			150,008

Other Income (Expense):
Interest expense	(3,904		)	(4,607		)	(9,146		)	(9,227		)
Interest income	794			1,544			1,822			3,096
Equity in results of affiliates	(158		)	—			(289		)	—
Miscellaneous, net	(1,247		)	(285		)	(1,000		)	(706		)
	(4,515		)	(3,348		)	(8,613		)	(6,837		)

Income before Income Taxes	62,541			76,896			128,818			143,171

Provision for Income Taxes	20,889			25,609			43,353			47,416

Net Income	$	41,652		$	51,287		$	85,465		$	95,755

Net Loss Attributable to Noncontrolling Interests	$	34		$	2		$	30		$	11

Net Income Attributable to AptarGroup, Inc.	$	41,686		$	51,289		$	85,495		$	95,766

Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	$	0.63		$	0.77		$	1.29		$	1.43
Diluted	$	0.61		$	0.74		$	1.24		$	1.37

Average Number of Shares Outstanding:
Basic	66,580			66,939			66,388			66,933
Diluted	68,758			69,438			68,940			69,902

Dividends per Common Share	$	0.22		$	0.18		$	0.44		$	0.36

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

In thousands, except per share amounts

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011

Net Income	$	41,652		$	51,287		$	85,465		$	95,755
Other Comprehensive (Loss)/Income:
Foreign currency translation adjustments	(70,504		)	38,260			(28,822		)	106,004
Changes in treasury locks, net of tax	165			22			180			43
Net gain (loss) on derivatives, net of tax	—			—			(7		)	6
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax	60			27			121			107
Amortization of net loss included in net income, net of tax	684			164			1,371			677
Total defined benefit pension plan, net of tax	744			191			1,492			784
Total other comprehensive (loss)/ income	(69,595		)	38,473			(27,157		)	106,837

Comprehensive (Loss)/Income	(27,943		)	89,760			58,308			202,592

Comprehensive Loss/(Income) Attributable To Noncontrolling Interests	38			(5		)	35			1

Comprehensive (Loss)/Income Attributable to AptarGroup, Inc.	$	(27,905	)	$	89,755		$	58,343		$	202,593

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,
	2012			2011

Assets

Current Assets:
Cash and equivalents	$	300,873		$	377,616
Accounts and notes receivable, less allowance for doubtful accounts of $7,007 in 2012 and $8,257 in 2011	421,735			389,020
Inventories	299,321			285,155
Prepaid and other	88,198			92,159
	1,110,127			1,143,950

Property, Plant and Equipment:
Buildings and improvements	349,613			342,146
Machinery and equipment	1,728,491			1,687,521
	2,078,104			2,029,667
Less: Accumulated depreciation	(1,324,074		)	(1,295,185		)
	754,030			734,482
Land	19,932			20,233
	773,962			754,715

Other Assets:
Investments in affiliates	3,706			3,812
Goodwill	230,784			233,689
Intangible assets, net	4,706			4,374
Miscellaneous	23,953			18,755
	263,149			260,630
Total Assets	$	2,147,238		$	2,159,295

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,
	2012			2011

Liabilities and Stockholders’ Equity

Current Liabilities:
Notes payable	$	125,948		$	179,552
Current maturities of long-term obligations	4,796			4,116
Accounts payable and accrued liabilities	331,738			335,181
	462,482			518,849

Long-Term Obligations	253,454			254,910

Deferred Liabilities and Other:
Deferred income taxes	26,173			27,390
Retirement and deferred compensation plans	48,581			58,930
Deferred and other non-current liabilities	8,638			8,644
Commitments and contingencies	—			—
	83,392			94,964

Stockholders’ Equity:
AptarGroup, Inc. stockholders’ equity
Preferred stock, $.01 par value, 1 million shares authorized, none outstanding	—			—
Common stock, $.01 par value, 199 million shares authorized; 83.4 and 82.8 million shares issued as of June 30, 2012 and December 31, 2011, respectively	845			827
Capital in excess of par value	403,135			364,855
Retained earnings	1,465,708			1,409,388
Accumulated other comprehensive income	33,166			60,318
Less treasury stock at cost, 16.8 and 16.9 million shares as of June 30, 2012 and December 31, 2011, respectively	(555,705		)	(545,612		)
Total AptarGroup, Inc. Stockholders’ Equity	1,347,149			1,289,776
Noncontrolling interests in subsidiaries	761			796

Total Stockholders’ Equity	1,347,910			1,290,572
Total Liabilities and Stockholders’ Equity	$	2,147,238		$	2,159,295

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

In thousands, except per share amounts

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

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

Net income (loss)	95,766													(11		)	95,755
Foreign currency translation adjustments				105,994										10			106,004
Changes in unrecognized pension gains/losses and related amortization, net of tax				784													784
Changes in treasury locks, net of tax				43													43
Net gain on derivatives, net of tax				6													6
Stock option exercises & restricted stock vestings							6		1			28,022					28,029
Cash dividends declared on common stock	(24,100		)														(24,100		)
Non-Controlling interest distribution														(27		)	(27		)
Treasury stock purchased									(40,826		)						(40,826		)
Balance – June 30, 2011:	$	1,350,679		$	230,593		$	823	$	(483,844	)	$	346,368	$	823		$	1,445,442

Balance – December 31, 2011:	$	1,409,388		$	60,318		$	827	$	(545,612	)	$	364,855	$	796		$	1,290,572

Net income (loss)	85,495													(30		)	85,465
Foreign currency translation adjustments				(28,817		)								(5		)	(28,822		)
Changes in unrecognized pension gains/losses and related amortization, net of tax				1,492													1,492
Changes in treasury locks, net of tax				180													180
Net loss on derivatives, net of tax				(7		)											(7		)
Stock option exercises & restricted stock vestings							18		3			38,280					38,301
Cash dividends declared on common stock	(29,175		)														(29,175		)
Treasury stock purchased									(10,096		)						(10,096		)
Balance – June 30, 2012:	$	1,465,708		$	33,166		$	845	$	(555,705	)	$	403,135	$	761		$	1,347,910

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,	2012			2011

Cash Flows from Operating Activities:
Net income	$	85,465		$	95,755
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	64,485			66,780
Amortization	666			1,739
Stock option based compensation	8,689			9,414
Provision for doubtful accounts	(605		)	634
Deferred income taxes	(478		)	(3,528		)
Defined benefit plan expense	7,154			5,721
Equity in results of affiliates in excess of cash distributions received	289			—
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable	(40,455		)	(57,820		)
Inventories	(20,793		)	(34,888		)
Prepaid and other current assets	5,163			(22,987		)
Accounts payable and accrued liabilities	10,447			16,551
Income taxes payable	796			2,447
Retirement and deferred compensation plans	(20,978		)	(15,823		)
Other changes, net	(15,680		)	1,512
Net Cash Provided by Operations	84,165			65,507

Cash Flows from Investing Activities:
Capital expenditures	(95,351		)	(78,943		)
Disposition of property and equipment	1,229			2,529
Investment in unconsolidated affiliate	(279		)	—
Notes receivable, net	95			54
Net Cash Used by Investing Activities	(94,306		)	(76,360		)

Cash Flows from Financing Activities:
(Repayments) / Proceeds from notes payable	(53,792		)	47,423
Proceeds of long-term obligations	539			—
Repayments of long-term obligations	—			(48,360		)
Dividends paid	(29,175		)	(24,100		)
Credit facility costs	(1,121		)	—
Proceeds from stock option exercises	25,003			13,858
Purchase of treasury stock	(10,096		)	(40,826		)
Excess tax benefit from exercise of stock options	4,380			4,346
Net Cash Used by Financing Activities	(64,262		)	(47,659		)

Effect of Exchange Rate Changes on Cash	(2,340		)	23,409

Net Decrease in Cash and Equivalents	(76,743		)	(35,103		)
Cash and Equivalents at Beginning of Period	377,616			376,427
Cash and Equivalents at End of Period	$	300,873		$	341,324

See accompanying unaudited notes to condensed consolidated financial statements.

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AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of AptarGroup, Inc. and its subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of consolidated financial position, results of operations, 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, 2011 but does not include all disclosures required by accounting principles generally accepted in the United States of America. Accordingly, these unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. 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 May 2011, the FASB amended the guidance on fair value measurement and disclosure requirements. The amended guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and International Financial Reporting Standards (“IFRS”). This guidance is effective for the Company’s fiscal year ending December 31, 2012 (including interim periods). The adoption of this standard had no impact on the Consolidated Financial Statements other than disclosure.

In June 2011, the FASB amended the guidance for the presentation of comprehensive income. The objective of this update is to improve the comparability, consistency, and transparency of financial reporting by increasing the prominence of items reported in other comprehensive income. This update requires that all non-owner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this update are effective for the Company’s fiscal year ending December 31, 2012 (including interim periods). In December 2011, the FASB indefinitely deferred the guidance related to the presentation of reclassification adjustments out of other comprehensive income. The adoption of this standard results in the presentation of a new statement of comprehensive income. Otherwise, the adoption had no other impact on the Consolidated Financial Statements.

INCOME TAXES

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

In its determination of which foreign earnings are permanently reinvested in foreign operations, the Company considers numerous factors, including the financial requirements of the U.S. parent company and those of its foreign subsidiaries, the U.S. funding needs for dividend payments and stock repurchases, and the tax consequences of remitting earnings to the U.S. From this analysis, current year repatriation decisions are made in an attempt to provide a proper mix of debt and shareholder capital both within the U.S. and for non-U.S. operations. The Company’s policy is to permanently reinvest its accumulated foreign earnings and only will make a distribution out of current year earnings to meet the cash needs at the parent company. As such, the Company does not provide taxes on earnings that are deemed to be permanently reinvested. The effective tax rate for 2012 includes the tax cost of repatriating $79 million of current year earnings, all of which was repatriated in the first half of 2012.

The Company provides a liability for the amount of tax benefits realized from uncertain tax positions. This liability is provided whenever the Company determines that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 12 for more information.

NOTE 2 - INVENTORIES

At June 30, 2012 and December 31, 2011, approximately 19% and 21%, respectively, of the total inventories are accounted for by using the LIFO method. Inventories, by component, consisted of:

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	June 30,			December 31,
	2012			2011

Raw materials	$	117,538		$	116,751
Work in process	72,759			69,676
Finished goods	115,110			105,095
Total	305,407			291,522
Less LIFO Reserve	(6,086		)	(6,367		)
Total	$	299,321		$	285,155

NOTE 3 — GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill since the year ended December 31, 2011 are as follows by reporting segment:

	Beauty +						Food +			Corporate
	Home			Pharma			Beverage			& Other			Total

Goodwill	$	179,095		$	37,009		$	17,585		$	1,615		$	235,304
Accumulated impairment losses	—			—			—			(1,615		)	(1,615		)
Balance as of December 31, 2011	$	179,095		$	37,009		$	17,585		$	—		$	233,689
Foreign currency exchange effects	(2,182		)	(557		)	(166		)	—			(2,905		)
Goodwill	$	176,913		$	36,452		$	17,419		$	1,615		$	232,399
Accumulated impairment losses	—			—			—			(1,615		)	(1,615		)
Balance as of June 30, 2012	$	176,913		$	36,452		$	17,419		$	—		$	230,784

The table below shows a summary of intangible assets as of June 30, 2012 and December 31, 2011.

		June 30, 2012							December 31, 2011
	Weighted Average	Gross							Gross
	Amortization	Carrying		Accumulated			Net		Carrying		Accumulated			Net
	Period (Years)	Amount		Amortization			Value		Amount		Amortization			Value

Amortized intangible assets:
Patents	11	$	18,633	$	(17,775	)	$	858	$	19,030	$	(17,962	)	$	1,068
License agreements and other	2	24,479		(20,631		)	3,848		23,840		(20,534		)	3,306
Total intangible assets	6	$	43,112	$	(38,406	)	$	4,706	$	42,870	$	(38,496	)	$	4,374

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2012 and 2011 was $317 and $1,034, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2012 and 2011 was $666 and $1,739, respectively.

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

2012	$	622	(remaining estimated amortization for 2012)
2013	1,114
2014	1,038
2015	878
2016 and thereafter	1,054

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, 2012.

NOTE 4 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans						Foreign Plans
Three months ended June 30,	2012			2011			2012			2011

Service cost	$	1,808		$	1,319		$	509		$	514
Interest cost	1,231			1,094			630			647
Expected return on plan assets	(1,404		)	(1,002		)	(379		)	(460		)

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Amortization of net loss	965		416		118		199
Amortization of prior service cost	1		1		90		97
Net periodic benefit cost	$	2,601	$	1,828	$	968	$	997

	Domestic Plans						Foreign Plans
Six months ended June 30,	2012			2011			2012			2011

Service cost	$	3,612		$	2,689		$	1,028		$	1,030
Interest cost	2,459			2,228			1,275			1,295
Expected return on plan assets	(2,805		)	(2,042		)	(767		)	(921		)
Amortization of net loss	1,929			847			239			399
Amortization of prior service cost	2			2			182			194
Net periodic benefit cost	$	5,197		$	3,724		$	1,957		$	1,997

EMPLOYER CONTRIBUTIONS

In order to meet or exceed minimum funding levels required by U.S. law, the Company has contributed approximately $14.0 million to its domestic defined benefit plan during the first half of 2012 and does not anticipate any further contribution during 2012. The Company also expects to contribute approximately $3.7 million to its foreign defined benefit plans in 2012 and has contributed approximately $1.0 million during the first half of 2012.

NOTE 5 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

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

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

FAIR VALUE HEDGES

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

CASH FLOW HEDGES

The Company had one foreign currency cash flow hedge until March 15, 2012. A French subsidiary of AptarGroup, AptarGroup Holding SAS, had hedged the risk of variability in Euro equivalent associated with the cash flows of an intercompany loan granted in Brazilian Real. The forward contracts utilized were designated as a hedge of the changes in the cash flows relating to the changes in foreign currency rates relating to the loan and related forecasted interest. On March 15, 2012, the loan and foreign currency forward contracts were repaid.

During the six months ended June 30, 2012, the Company did not recognize any net gain (loss) as any hedge ineffectiveness for the period was immaterial, and the Company did not recognize any net gain (loss) related to the portion of the hedging instrument excluded from the assessment of hedge effectiveness.

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

OTHER

As of June 30, 2012, the Company has recorded the fair value of foreign currency forward exchange contracts of $0.3 million in prepaid and other, $0.7 million in miscellaneous other assets, $0.8 million in accounts payable and accrued liabilities, and $1.9 million in deferred and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding as of June 30, 2012 had an aggregate contract amount of $98 million.

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Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of June 30, 2012

and December 31, 2011

Derivative Contracts Designated as Hedging Instruments	Balance Sheet Location	June 30, 2012		December 31, 2011

Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	—	$	302
		$	—	$	302
Derivative Contracts Not Designated as Hedging Instruments
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	285	$	520
Foreign Exchange Contracts	Miscellaneous Other Assets	709		—
		$	994	$	520
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	752	$	8,383
Foreign Exchange Contracts	Deferred and other non-current liabilities	1,860		2,005
		$	2,612	$	10,388

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

for the Quarters Ended June 30, 2012 and June 30, 2011

Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivative	Amount of Loss Recognized in Income on Derivative
		2012			2011
Foreign Exchange Contracts	Other (Expense) Miscellaneous, net	$	(8,351	)	$	(286	)
		$	(8,351	)	$	(286	)

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

for the Six Months Ended June 30, 2012 and June 30, 2011

Derivatives in Cash Flow Hedging Relationships		Amount of Gain Recognized in OCI on Derivative (Effective Portion)
		2012			2011
Foreign Exchange Contracts		$	—		$	10
		$	—		$	10

Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivative	Amount of Loss Recognized in Income on Derivative
		2012			2011
Foreign Exchange Contracts	Other (Expense) Miscellaneous, net	$	(1,235	)	$	(3,528	)
		$	(1,235	)	$	(3,528	)

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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

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

Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers liability insurance policy that covers a portion of its exposure. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of June 30, 2012.

NOTE 7 — STOCK REPURCHASE PROGRAM

The Company did not repurchase any shares during the three months ended June 30, 2012. The Company has repurchased approximately 189 thousand shares for an aggregate amount of $10.1 million for the six months ended June 30, 2012. As of June 30, 2012, the Company has remaining authorization to repurchase 3.4 million additional shares. The timing of and total amount expended for the share repurchase depends upon market conditions.

NOTE 8 — EARNINGS PER SHARE

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

	Three months ended
	June 30, 2012				June 30, 2011
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common shareholders	$	41,686	$	41,686	$	51,289	$	51,289

Average equivalent shares
Shares of common stock	66,580		66,580		66,939		66,939
Effect of dilutive stock based compensation
Stock options	2,174		—		2,495		—
Restricted stock	4		—		4		—
Total average equivalent shares	68,758		66,580		69,438		66,939
Net income per share	$	0.61	$	0.63	$	0.74	$	0.77

	Six months ended
	June 30, 2012				June 30, 2011
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	85,495	$	85,495	$	95,766	$	95,766

Average equivalent shares
Shares of common stock	66,388		66,388		66,933		66,933
Effect of dilutive stock based compensation
Stock options	2,543		—		2,963		—
Restricted stock	9		—		6		—
Total average equivalent shares	68,940		66,388		69,902		66,933
Net income per share	$	1.24	$	1.29	$	1.37	$	1.43

NOTE 9 — SEGMENT INFORMATION

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

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Company evaluates

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performance of its business segments and allocates resources based upon segment income. Segment income is defined as earnings before interest expense in excess of interest income, certain corporate expenses and income taxes.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Total Revenue:
Beauty + Home	$	372,853		$	406,699		$	753,689		$	786,530
Pharma	133,033			139,077			273,234			271,272
Food + Beverage	75,684			74,525			151,506			143,249
Corporate & Other	—			36			—			82
Total Revenue	581,570			620,337			1,178,429			1,201,135

Less: Intersegment Sales:
Beauty + Home	$	3,569		$	3,961		$	7,254		$	7,530
Pharma	54			374			212			565
Food + Beverage	444			1,037			962			1,509
Corporate & Other	—			36			—			82
Total Intersegment Sales	$	4,067		$	5,408		$	8,428		$	9,688

Net Sales:
Beauty + Home	$	369,284		$	402,738		$	746,435		$	779,000
Pharma	132,979			138,703			273,022			270,707
Food + Beverage	75,240			73,488			150,544			141,740
Corporate & Other	—			—			—			—
Net Sales	$	577,503		$	614,929		$	1,170,001		$	1,191,447

Segment Income:
Beauty + Home	$	33,652		$	39,877		$	66,624		$	72,530
Pharma	31,110			40,369			70,482			79,257
Food + Beverage	7,853			8,613			14,641			16,185
Corporate & Other	(6,964		)	(8,900		)	(15,605		)	(18,670		)
Income before interest and taxes	$	65,651		$	79,959		$	136,142		$	149,302
Interest expense, net	(3,110		)	(3,063		)	(7,324		)	(6,131		)
Income before income taxes	$	62,541		$	76,896		$	128,818		$	143,171

NOTE 10 — ACQUISITIONS

On July 3, 2012, the Company acquired Rumpler - Technologies S.A., together with its direct and indirect subsidiaries (the “Stelmi Group”). Further information about this transaction can be found in Note 15 — Subsequent Events.

In November 2011, the Company acquired a 20% minority investment in Oval Medical Technologies Limited (Oval Medical) for approximately $3.2 million. In February 2012, the Company acquired an additional 2% minority investment for approximately $0.3 million. Oval Medical has broad expertise in the design and development of injectable drug delivery devices. This investment represents a significant opportunity for the Pharma segment to enter a new category and broaden our product portfolio and customer reach. This investment is being accounted for under the equity method of accounting from the date of acquisition.

In October 2011, the Company acquired TKH Plastics Pvt Ltd (“TKH”), a leading provider of injection molded dispensing closures in India for approximately $17 million in cash and approximately $1 million in assumed debt. The acquisition will allow the Company to expand its geographical presence in India. After allocating a portion of the purchase price to fixed and intangible assets, goodwill of approximately $10.9 million was recorded on the transaction. The results of operations subsequent to the acquisition are included in the reported income statement. TKH is included in the Beauty + Home reporting segment.

The acquisitions described above have not had a material impact on the results of operations through the second quarter of 2012 or 2011 and therefore no proforma information is required.

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 half of 2012 was approximately $8.7 million ($5.8 million after tax), or $0.09 per basic share and $0.08 per diluted share. The income tax benefit related to this compensation expense was approximately $2.9 million. Approximately $7.8 million of the compensation expense was recorded in selling,

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research & development and administrative expenses and the balance was recorded in cost of sales. Compensation expense recorded attributable to stock options for the first half of 2011 was approximately $9.4 million ($6.6 million after tax), or $0.10 per basic share and $0.09 per diluted share. The income tax benefit related to this compensation expense was approximately $2.8 million. Approximately $8.7 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.

The Company uses historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the Stock Awards Plans was $10.35 and $11.36 per share in 2012 and 2011, 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,	2012		2011

Dividend Yield	1.8	%	1.7	%
Expected Stock Price Volatility	22.9	%	23.3	%
Risk-free Interest Rate	1.3	%	2.7	%
Expected Life of Option (years)	6.9		6.9

The fair value of stock options granted under the Director Stock Option Plan during the second quarter of 2012 was $10.59. The fair value of stock options granted under the Director Stock Option Plan during the second quarter of 2011 was $12.00. 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,	2012		2011

Dividend Yield	1.7	%	1.6	%
Expected Stock Price Volatility	22.5	%	22.9	%
Risk-free Interest Rate	1.3	%	2.5	%
Expected Life of Option (years)	6.9		6.9

A summary of option activity under the Company’s stock option plans during the first half of 2012 is presented below:

Stock Awards Plans

Director Stock Option Plans

Weighted Average

Shares

Exercise Price

Shares

Exercise Price

Outstanding, January 1, 2012

8,345,917

32.90

270,000

37.98

Granted

1,233,800

51.81

85,500

53.72

Exercised

(914,070

)

25.60

(18,500

)

25.67

Forfeited or expired

(22,405

)

44.40

—

Outstanding at June 30, 2012

8,643,242

36.34

337,000

42.65

Exercisable at June 30, 2012

6,171,188

31.62

173,167

34.64

Weighted-Average Remaining Contractual Term (Years):

Outstanding at June 30, 2012

6.2

7.6

Exercisable at June 30, 2012

5.2

6.0

Aggregate Intrinsic Value ($000):

Outstanding at June 30, 2012

128,097

3,077

Exercisable at June 30, 2012

119,933

2,848

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

June 30, 2012

25,101

509

June 30, 2011

22,232

884

The fair value of shares vested during the six months ended June 30, 2012 and 2011 was $12.1 million and $11.1 million, respectively. Cash received from option exercises was approximately $25 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $6.4 million in the six months ended June 30, 2012. As of June 30, 2012, the remaining valuation of stock option awards to be expensed in future periods was $12.6 million and the related weighted-average period over which it is expected to be recognized is 1.5 years.

The fair value of restricted stock unit grants is the market price of the underlying shares on the grant date. A summary of restricted stock unit activity as of June 30, 2012, and changes during the period then ended is presented below:

			Weighted-Average
	Shares		Grant-Date Fair Value

Nonvested at January 1, 2012	17,293		$	39.21
Granted	13,092		52.52
Vested	(8,440	)	37.47
Nonvested at June 30, 2012	21,945		$	47.82

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Compensation expense recorded attributable to restricted stock unit grants for the first half of 2012 and 2011 was approximately $282 thousand and $227 thousand, respectively. The fair value of units vested during the six months ended June 30, 2012 and 2011 was $316 thousand and $346 thousand, respectively. The intrinsic value of units vested during the six months ended June 30, 2012 and 2011 was $448 thousand and $492 thousand, respectively. As of June 30, 2012 there was $510 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.7 years.

NOTE 12 — INCOME TAX UNCERTAINTIES

The Company had approximately $8.9 and $9.1 million recorded for income tax uncertainties as of June 30, 2012 and December 31, 2011, respectively. The $0.2 million change in income tax uncertainties was primarily the result of currency changes. The amount, if recognized, that would impact the effective tax rate is $8.3 and $8.5 million, respectively. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $5.0 million in the next twelve months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

NOTE 13 — FAIR VALUE

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

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

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

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

As of June 30, 2012, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Forward exchange contracts (a)	$	994	$	—	$	994	$	—
Total assets at fair value	$	994	$	—	$	994	$	—

*Liabilities*
Forward exchange contracts (a)	$	2,612	$	—	$	2,612	$	—
Total liabilities at fair value	$	2,612	$	—	$	2,612	$	—

As of December 31, 2011, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
*Assets*
Forward exchange contracts (a)	$	520	$	—	$	520	$	—
Total assets at fair value	$	520	$	—	$	520	$	—

*Liabilities*
Forward exchange contracts (a)	$	10,690	$	—	$	10,690	$	—
Total liabilities at fair value	$	10,690	$	—	$	10,690	$	—

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

The carrying amounts of the Company’s other current financial instruments such as cash and equivalents, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument. The Company considers its long term obligations a Level 2 liability and utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities. The estimated fair value of the Company’s long term obligations was $280 million as of June 30, 2012 and $283 million as of December 31, 2011.

NOTE 14 — FACILITIES CONSOLIDATION AND SEVERANCE

In the second quarter of 2009, the Company announced a plan to consolidate two French dispensing closure manufacturing facilities and several sales offices in North America and Europe and has subsequently expanded the program to include additional headcount reductions. The total costs associated with the consolidation/severance programs are $7.4 million. The plan has been substantially completed, subject to the settlement of remaining reserve balances.

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As of June 30, 2012 we have recorded the following activity associated with our consolidation/severance programs:

	Beginning		Net Charges for									Ending
	Reserve at		the Six Months									Reserve at
	12/31/11		Ended 6/30/12			Cash Paid			FX Impact			6/30/12

Employee severance	$	1,130	$	(209	)	$	(40	)	$	(16	)	$	865
Other costs	17		(6