10-K

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United States Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
	OR
[  ]	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

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

815-477-0424

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock $.01 par value	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No ý

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 ý 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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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 definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(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 Act).

Yes o No ý

The aggregate market value of the common stock held by non-affiliates as of June 30, 2014 was $4,258,697,782.

The number of shares outstanding of common stock, as of February 23, 2015, was 62,334,070 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held May 6, 2015 are incorporated by reference into Part III of this report.

AptarGroup, Inc.

FORM 10-K

For the Year Ended December 31, 2014

INDEX

		Page
Part I
Item 1.	Business		1
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments		9
Item 2.	Properties		9
Item 3.	Legal Proceedings		11
Item 4.	Mine Safety Disclosures		11
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		11
Item 6.	Selected Financial Data		13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		14
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk		26
Item 8.	Financial Statements and Supplementary Data		27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A.	Controls and Procedures		60
Item 9B.	Other Information		60
Part III
Item 10.	Directors, Executive Officers and Corporate Governance		60
Item 11.	Executive Compensation		61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		61
Item 13.	Certain Relationships and Related Transactions, and Director Independence		61
Item 14.	Principal Accountant Fees and Services		61
Part IV
Item 15.	Exhibits and Financial Statement Schedules		61
	Signatures		62

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PART I

ITEM 1.    BUSINESS

BUSINESS OF APTARGROUP

 We are a leading global solution provider of a broad range of innovative packaging delivery solutions primarily for the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage markets. Our creative packaging solutions enhance the convenience, safety and security of consumers around the globe and allow our customers to differentiate their products in the market.

        Our business was started in the late 1940's, manufacturing and selling aerosol valves in the United States, and has grown primarily through the acquisition of relatively small companies and internal expansion. We were incorporated in Delaware in 1992. In this report, we may refer to AptarGroup, Inc. and its subsidiaries as "AptarGroup" or the "Company".

        We have manufacturing facilities located throughout the world including North America, Europe, Asia and South America. We have approximately 5,000 customers with no single customer or group of affiliated customers accounting for greater than 5% of our 2014 net sales.

        Sales of our dispensing systems have traditionally grown at a faster rate than the overall packaging industry as consumers' preference for convenience has increased and product differentiation through packaging design has become more important to our customers. Consumer product marketers have converted many of their products to packages with dispensing systems that offer the benefit of enhanced shelf appeal, convenience, cleanliness or accuracy of dosage. We expect this trend to continue.

        While we offer a wide variety of dispensing and sealing solutions, our primary products are dispensing pumps, closures, aerosol valves and elastomer primary packaging components.

        Dispensing pumps are finger-actuated dispensing systems that dispense a spray or lotion from non-pressurized containers. The style of pump used depends largely on the nature of the product being dispensed, from small, fine mist pumps used with perfume and pharmaceutical products to lotion pumps for more viscous formulas.

        Closures are primarily dispensing closures but to a lesser degree can include non-dispensing closures. Dispensing closures are plastic caps, primarily for plastic containers such as bottles and tubes, which allow a product to be dispensed without removing the cap.

        Aerosol valves dispense product from pressurized containers. The majority of the aerosol valves that we sell are continuous spray valves, with the balance being metered dose inhaler valves.

        We also manufacture and sell elastomer primary packaging components. These components are used in the injectables market. Products include stoppers for infusion, antibiotic, lyophilization and diagnostic vials. Our elastomer components also include pre-filled syringe components, such as plungers, needle shields, tip caps and cartridges, as well as dropper bulbs and disposable syringe plungers.

AVAILABLE INFORMATION

 Our periodic and current reports are available, free of charge, through a link on the Investors page of our website (www.aptar.com), as soon as reasonably practicable after the material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). Also posted on our website are the charters for our Audit, Compensation, Governance and Executive Committees, our Governance Principles, our Code of Business Conduct & Ethics, our Director Independence Standards and our Conflict Minerals Statement. Within the time period required by the SEC and the New York Stock Exchange ("NYSE"), we will post on our website any amendment or waiver to the Code of Business Conduct & Ethics applicable to any executive officer or director. The information provided on our website is not part of this report and is therefore not incorporated herein by reference.

DESCRIPTION OF APTARGROUP'S REPORTING SEGMENTS

FINANCIAL INFORMATION ABOUT SEGMENTS

 AptarGroup's organizational structure consists of three market-focused business segments which are Beauty + Home, Pharma and Food + Beverage. This is a strategic structure which allows us to be more closely aligned with our customers and the markets in which they operate. Operations that sell dispensing systems primarily to the beauty, personal care and home care markets form the Beauty + Home segment. Operations that sell dispensing systems or primary packaging components to the prescription drug, consumer health care and injectables markets form the Pharma segment. Operations that sell dispensing systems to the food and beverage markets form the Food + Beverage segment. Each of these three business segments is described more fully below. A summary of sales, segment income and total assets based upon this reporting structure for each of the last three years is shown in Note 17 to the Consolidated Financial Statements in Item 8 (which is incorporated by reference herein).

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BEAUTY + HOME

 The Beauty + Home segment is our largest segment in terms of net sales and total assets representing 58% and 49% of AptarGroup's Net Sales and Total Assets, respectively. The Beauty + Home segment primarily sells pumps, closures, aerosol valves and accessories to the personal care and home care markets and pumps and decorative components to the beauty market. We believe we are a leading supplier for the majority of the products we sell primarily to the beauty, personal care and home care markets.

 Beauty.    Sales to the beauty market accounted for approximately 46% of the segment's total net sales in 2014. The beauty market requires a broad range of spray pumps and sampling dispensing systems to meet functional as well as aesthetic requirements. A considerable amount of research, time and coordination with our customers is required to qualify a pump for use with their products. Within the market, we expect the use of pumps to continue to increase, particularly in the cosmetics and sampling sectors of this market. In the cosmetic sector, packaging for certain products such as natural and organic cosmetics and anti-aging lotions continue to provide us with growth opportunities. We are a leading provider of packaging solutions for prestige and mass market fragrance products. Our cosmetic lotion pumps, airless dispensing systems and lotion sampling devices, and decorative capabilities will also provide growth opportunities. We have experienced significant growth in recent years in Latin America, particularly in the sales of our products to the beauty market, and we believe there are significant opportunities for growth in the sale of our products for cosmetic applications in Asia.

 Personal Care.    Sales to the personal care market accounted for approximately 45% of the segment's total net sales in 2014 and primarily included sales of fine mist spray pumps, lotion pumps, closures and continuous spray aerosol valves. Personal care spray pump applications include hair care, body care and sun care products. Typical lotion pump applications include skin moisturizers, hand sanitizers and soap. Personal care closures applications include shampoos and conditioners. Personal care continuous spray aerosol valve applications include hair care products, deodorants, shaving creams and sun care products. Our research and development teams continue to design unique accessories that increase the value of our continuous spray aerosol valve offerings.

 Home Care.    Sales to the home care market accounted for approximately 8% of the segment's total net sales in 2014 and primarily included sales of continuous or metered dose spray aerosol valves, closures and to a lesser degree spray and lotion pumps. Applications for continuous spray valves include disinfectants, spray paints, insecticides and automotive products. Metered dose valves are used for air fresheners. Closure applications include liquid detergents and household cleansers. Spray and lotion pump applications primarily include household and industrial cleaners. There is a trend towards concentrated cleaners and laundry care products that could provide opportunities for incorporating our dosing dispensing technologies.

PHARMA

 The Pharma segment is our second largest segment in terms of net sales and total assets, accounting for 29% and 25% of AptarGroup's Net Sales and Total Assets, respectively, and is our most profitable segment. We believe we are the leading supplier of pumps and metered dose inhaler valves ("MDI's") to the pharmaceutical market worldwide and we believe we are the number three supplier of elastomer for injectables primary packaging components worldwide. Characteristics of this market include (i) governmental regulation of our pharmaceutical customers, (ii) contaminant-controlled manufacturing environments and (iii) a significant amount of time and research from initially working with pharmaceutical companies at the molecular development stage of a medication through the eventual distribution to the market. We have clean-room manufacturing facilities in Argentina, China, France, Germany, India, Switzerland and the United States. We believe that providing an alternative to traditional medication forms such as pills with value-added, convenient dispensing systems will continue to offer opportunities for our business. In addition, with the trend towards heath care reform we believe there are opportunities for growth in the over the counter and generic pharmaceutical categories.

 Prescription Drug.    Sales to the prescription drug market accounted for approximately 54% of the segment's total net sales in 2014. Pumps sold to the prescription drug market deliver medications nasally, orally or topically. Currently the majority of our pumps sold are for nasal allergy treatments. Recently, there is a trend of nasal allergy products moving from prescription-only to being sold over the counter without a prescription. This trend could provide us with growth opportunities as this movement could allow customers easier access to these types of treatments. Our nasal pumps and unit dose device are also used to deliver pain management products. Potential opportunities for providing alternatives to the traditional pill and injectable dosage forms of medication include pump dispensing systems for vaccine treatment, additional cold and flu treatments, central nervous systems applications and hormone replacement therapies.

        MDI's are used for dispensing precise amounts of medication. This aerosol technology allows medication to be broken up into very fine particles, which enables the drug to be delivered typically via the pulmonary system. Currently the majority of our MDI's sold are used for respiratory ailments such as asthma and COPD.

        We continue to develop new dispensing systems and accessories in this segment. We have developed new delivery device technologies featuring lock-out capabilities. We also provide single dose delivery devices suitable for central nervous system applications and hormone replacement therapies. While we expect that these new products will come to market in the

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future, it is difficult to estimate when, as the rigors of pharmaceutical regulations affect the timing of product introductions by our pharmaceutical customers which use our dispensing systems.

 Consumer Health Care.    Sales to the consumer health care market accounted for approximately 27% of the segment's total net sales in 2014. Applications for this market are similar to the pharmaceutical market; however, these applications are sold over the counter without a prescription. Typical consumer health care spray pump applications include nasal decongestants, nasal salines and cough and cold applications. Typical consumer health care valve applications include nasal saline using our bag-on valve technology. We have developed a new multi dose ophthalmic dispensing device suitable for unpreserved medicinal formulations. This technology is successfully marketed in Europe and is under development for other markets. Other products sold to this market include airless pump systems for dermal applications. We have recently seen a trend to more child resistant and senior-friendly packaging solutions and are developing products to meet these market needs.

 Injectables.    Sales to the injectables market accounted for approximately 19% of the segment's total net sales in 2014. Injectables are elastomer primary packaging components for injectable drug delivery. Injectable products offered include stoppers for vials. Injectables also include pre-filled syringe components, such as plungers, needle shields, tip caps and components for cartridges, as well as disposable syringe plungers. Pharmaceutical applications for this market include vaccines, anti-thrombotic, small molecules and biologics.

FOOD + BEVERAGE

 The Food + Beverage segment is our smallest segment in terms of net sales and total assets representing 13% and 11% of AptarGroup's Net Sales and Total Assets, respectively, but has been our fastest growing segment. We primarily sell dispensing closures and, to a lesser degree, non-dispensing closures, spray pumps and aerosol valves primarily to the food and beverage markets.

        Sales of dispensing closures have grown as consumers worldwide have demonstrated a preference for a package utilizing the convenience of a dispensing closure. At the same time, consumer marketers are trying to differentiate their products by incorporating performance enhancing features such as bonded to plastic aluminum liners, flow-control and no-drip dispensing, inverted packaging and directional flow to make packages simpler to use, cleaner and more appealing to consumers.

 Food.    Sales to the food market accounted for approximately 55% of the segment's total net sales in 2014 and primarily include sales of dispensing closures and elastomeric flow-control components. To a lesser degree we also sell non-dispensing closures, continuous spray aerosol valves and spray pumps to this market. Applications for dispensing closures include sauces, condiments and food products. Applications for non-dispensing closures include granular and powder food products along with baby food closures. Applications for continuous spray aerosol valves include cooking sprays. Spray pump applications primarily include butter or salad dressing sprays.

 Beverage.    Sales to the beverage market accounted for approximately 43% of the segment's total net sales in 2014 and primarily include sales of dispensing closures and elastomeric flow-control components. Sales of dispensing closures to the beverage market have increased significantly over the last several years as we continue to see an increase of interest from marketers using dispensing closures for their products. Examples of beverage products currently utilizing dispensing closures include bottled water, sport and energy drinks, juices and concentrated water flavorings. Examples of beverage products currently utilizing lotion pump technologies include syrups and concentrates.

GENERAL BUSINESS INFORMATION

GROWTH STRATEGY

 We seek to enhance our position as a leading global solution provider of innovative packaging delivery solutions by (i) expanding geographically, (ii) converting less convenient or non-dispensing applications to convenient dispensing systems or replacing current dispensing applications with more value-added dispensing products and (iii) developing or acquiring new dispensing, safety or security technologies.

        We are committed to expanding geographically to serve local and multinational customers in existing and emerging areas. In 2014, we opened manufacturing operations in Colombia to better serve the Andean region.

        We believe opportunities exist to introduce our dispensing systems to replace non-dispensing applications. Examples of these opportunities in the food and beverage markets include single and multi-serve non-carbonated beverages, condiments, cooking oils, infant formula and pouch dispensing fitments. In the beauty market, potential conversion opportunities include creams and lotions currently packaged in jars or tubes using removable non-dispensing closures, converting to lotion pumps or dispensing closures. Other opportunities in the beauty and personal care markets include replacing closures on skin care applications with spray technology and creating new ways for our consumers to dispense beauty products such as our bulb atomizers for fragrances and pen-like applicators for high-end cosmetic serums. We also continue to believe there are growth opportunities for convenient dispensing pump or MDI systems for pharmaceutical

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applications such as vaccines, cold and flu treatments, hormone replacement therapies, pain medication, sleep aids and ophthalmic applications.

        We are committed to developing or acquiring new dispensing technologies that can lead to the development of completely new dispensing systems or can complement our existing product offerings. In the consumer health care market we have developed a multi-use preservative free dispensing product for eye wetting applications to replace single-use packaging. We have liner-less hot-fill dispensing technologies, which are being used on a variety of single-serve beverages and we have developed coating technologies for our elastomer components that will expand our offerings within the injectables market.

RESEARCH AND DEVELOPMENT

 One of our competitive strengths is our commitment to innovation. Our commitment to innovation has resulted in an emphasis on research and development. Our research and development activities are directed toward developing affordable, new, innovative packaging delivery solutions and adapting existing products for new markets or customer requirements. In certain cases, our customers share in the research and development expenses of customer initiated projects. Occasionally, we acquire or license from third parties technologies or products that are in various stages of development. Expenditures for research and development activities, net of certain research and development credits, were $76.2 million, $71.8 million and $65.4 million in 2014, 2013 and 2012, respectively.

PATENTS AND TRADEMARKS

 We customarily seek patent and trademark protection for our products and brands. We own and currently have numerous applications pending for patents and trademarks in many regions of the world. In addition, certain of our products are produced under patent licenses granted by third parties. We believe that we possess certain technical capabilities in making our products that make it difficult for a competitor to duplicate. While valuable to our overall product portfolio, sales of any one individually patented product are not considered material to any specific segment or to the Company's consolidated results.

TECHNOLOGY

 We have technical expertise regarding injection molding, robotics, cleanroom facilities and high-speed assembly. We also have expertise regarding the formulation and finishing of elastomer and silicone components. In addition, we offer a variety of sterilization options for elastomer components for the pharmaceutical industry. Pumps and aerosol valves require the assembly of several different plastic, metal and rubber components using high-speed equipment. When molding dispensing closures, or plastic components to be used in pump or aerosol valve products, we use advanced plastic injection molding technology, including large cavitation plastic injection molds. We are able to mold within tolerances as small as one one-thousandth of an inch and we assemble products in a high-speed, cost-effective manner. Our injection molding capabilities include recent advances such as spin-stack and cube molding which utilize high-efficiency rotating molds. We are also utilizing In-Molding Assembly Technology (IMAT) which allows us to assemble products within the molding process. We are experts in molding liquid silicone that is used in certain dispensing closures as well as rubber gasket formulation and production primarily for the prescription drug and consumer health care markets. We also have technology to decorate plastic and metal components sold primarily to the beauty and personal care markets.

MANUFACTURING AND SOURCING

 More than half of our worldwide production is located outside of the United States. In order to augment capacity and to maximize internal capacity utilization (particularly for plastic injection molding), we use subcontractors to supply certain plastic, metal and rubber components. Certain suppliers of these components have unique technical abilities that make us dependent on them, particularly for aerosol valve and pump production. The principal raw materials used in our production are plastic resins, rubber and certain metal products. We believe an adequate supply of such raw materials is available from existing and alternative sources. We attempt to offset cost increases through improving productivity and increasing selling prices over time, as allowed by market conditions or contractual commitments. Our pharmaceutical products often use resin and rubber components specifically approved by our customers. Significant delays in receiving components from these suppliers or discontinuance of an approved raw material would require us to seek alternative sources, which could result in higher costs as well as impact our ability to supply products in the short term.

SALES AND DISTRIBUTION

 Sales of products are primarily through our own sales force. To a limited extent, we also use the services of independent representatives and distributors who sell our products as independent contractors to certain smaller customers and export markets.

BACKLOG

 Our sales are primarily made pursuant to standard purchase orders for delivery of products. While most orders placed with us are ready for delivery within 120 days, we continue to experience a trend towards shorter lead times requested by our customers. Some customers place blanket orders, which extend beyond this delivery period. However, deliveries against purchase orders are subject to change, and only a small portion of the order backlog is noncancelable. The dollar amount

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associated with the noncancelable portion is not material. Therefore, we do not believe that backlog as of any particular date is an accurate indicator of future results.

CUSTOMERS

 The demand for our products is influenced by the demand for our customers' products. Demand for our customers' products may be affected by general economic conditions, government regulations, tariffs and other trade barriers. Our customers include many of the largest beauty, personal care, pharmaceutical, home care, food and beverage marketers in the world. We have approximately 5,000 customers with no single customer or group of affiliated customers accounting for greater than 5% of 2014 net sales. A consolidation of our customer base has occurred and this trend is expected to continue. A concentration of customers presents opportunities for increasing sales due to the breadth of our product line, our international presence and our long-term relationships with certain customers. However, this situation also may result in pricing pressures, concentration of credit risk or a loss of volume.

INTERNATIONAL BUSINESS

 We have grown geographically by serving both large multi-national customers and local customers in developing regions. Sales in Europe for the years ended December 31, 2014, 2013 and 2012 were approximately 58%, 58% and 54%, respectively, of net sales. We manufacture the majority of units sold in Europe at facilities in the Czech Republic, England, France, Germany, Ireland, Italy, Russia, Spain and Switzerland. Other countries in which we operate include Argentina, Brazil, China, Colombia, India, Indonesia, Japan, Mexico and Thailand which when aggregated represented approximately 17%, 17% and 18% of our consolidated sales for the years ended December 31, 2014, 2013 and 2012, respectively. Export sales from the United States were $161.4 million, $143.9 million and $152.9 million in 2014, 2013 and 2012, respectively. For additional financial information about geographic areas, please refer to Note 17 in the Notes to the Consolidated Financial Statements in Item 8 (which is incorporated by reference herein).

FOREIGN CURRENCY

 Because of our international presence, movements in exchange rates may have a significant impact on the translation of the financial statements of our foreign subsidiaries. Our primary foreign exchange exposure is to the Euro, but we have foreign exchange exposure to the Brazilian Real, British Pound, Swiss Franc and other South American and Asian currencies, among others. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial statements. Conversely, a weakening U.S. dollar has an additive effect. In some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. We manage our exposures to foreign exchange principally with forward exchange contracts to economically hedge recorded transactions and firm purchase and sales commitments denominated in foreign currencies. Changes in exchange rates on such inter-country sales could materially impact our results of operations.

WORKING CAPITAL PRACTICES

 Collection and payment periods tend to be longer for our operations located outside the United States due to local business practices. We have also seen an increasing trend in pressure from certain customers to lengthen their payment terms or completely outsource their payable function. As the majority of our products are made to order, we have not needed to keep significant amounts of finished goods inventory to meet customer requirements.

EMPLOYEE AND LABOR RELATIONS

 AptarGroup has approximately 13,000 full-time employees. Of the full-time employees, approximately 7,400 are located in Europe, 3,500 are located in Asia and South America and the remaining 2,100 are located in North America. The majority of our European and Latin American employees are covered by collective bargaining arrangements made at either the local or national level in their respective countries and approximately 200 of the North American employees are covered by a collective bargaining agreement. Termination of employees at certain of our international operations could be costly due to local regulations regarding severance benefits. There were no material work stoppages in 2014 and management considers our employee relations to be satisfactory.

COMPETITION

 All of the markets in which we operate are highly competitive and we continue to experience price competition in all product lines and markets. Competitors include privately and publicly held entities that range from regional to international companies. We expect the market for our products to remain competitive. We believe our competitive advantages are consistent high levels of innovation, quality and service, geographic diversity and breadth of products. Our manufacturing strength lies in the ability to mold complex plastic components and formulate and finish elastomer and silicone components in a cost-effective manner and to assemble products at high speeds. Our business is capital intensive and it is becoming more important to our customers to have global manufacturing capabilities. Both of these serve as barriers to entry for new competitors wanting to enter our business.

        While we have experienced some competition in Europe, Latin America and the United States from low cost Asian suppliers, particularly in the low-end beauty and personal care market, this has not been significant. Indirectly, some

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fragrance marketers are sourcing their manufacturing requirements, including filling of their product, in Asia and importing the finished product back into the United States or Europe. However, some customers who had bought dispensing packaging products from low cost Asian suppliers in the past have reverted to purchasing our dispensing products, citing the higher quality offered by our products and the logistical advantage of being closer to the customer.

ENVIRONMENT

 Our manufacturing operations primarily involve plastic injection molding, automated assembly processes, elastomer and silicone formulation and finishing and, to a limited degree, metal anodization and vacuum metallization of plastic components. Historically, the environmental impact of these processes has been minimal, and we believe we meet current environmental standards in all material respects. To date, our manufacturing operations have not been significantly affected by environmental laws and regulations relating to the environment.

        Recently there is increased interest and awareness from the public and our customers in sustainability or producing environmentally sustainable products and measuring carbon footprints. We are focused on becoming more energy efficient and improving our carbon footprint. We are also designing products that improve recyclability and use less material. Future regulations on environmental matters regarding recycling or sustainability policies could impact our business.

GOVERNMENT REGULATION

 Certain of our products are indirectly affected by government regulation. Demand for aerosol and pump packaging is affected by government regulations regarding the release of volatile organic compounds ("VOCs") into the atmosphere. Europe and the United States have regulations that require the reduction in the amount of VOCs that can be released into the atmosphere and the potential exists for this type of regulation to expand worldwide. These regulations required certain of our customers to reformulate certain aerosol and pump products, which may have affected the demand for such products. We own patents and have developed systems to function with alternative propellant and product formulations.

        Future government regulations could include medical cost containment policies. For example, reviews by various governments to determine the number of drugs, or prices thereof, that will be paid by their insurance systems could affect future sales to the pharmaceutical industry. Such regulation could adversely affect prices of and demand for our pharmaceutical products. We believe that the focus on the cost effectiveness of the use of medications as compared to surgery and hospitalization provides us with an opportunity to expand sales to the pharmaceutical market.

EXECUTIVE OFFICERS

 Our executive officers as of February 27, 2015 are as follows:

Name	Age		Position with the Company
Stephen Hagge		63	President and Chief Executive Officer
Mr. Hagge has been President and Chief Executive Officer since January 2012. Prior to this, Mr. Hagge was Chief Operating Officer from 2008 to 2011, Executive Vice President from 1993 to 2011, Secretary from 1993 to June 2011 and Chief Financial Officer of AptarGroup from 1993 to 2007.
Robert Kuhn		52	Executive Vice President, Chief Financial Officer and Secretary
Mr. Kuhn has been Executive Vice President and Chief Financial Officer since September 2008. Mr. Kuhn has been Secretary since June 2011. Prior to this, Mr. Kuhn was Vice President Financial Reporting from 2000 to 2008.
Patrick Doherty		59	President, Aptar Beauty + Home
Mr. Doherty has been President of Aptar Beauty + Home since October 2010. Prior to this, Mr. Doherty was Co-President of Aptar Beauty + Home from January 2010 to October 2010 and served as President of SeaquistPerfect Dispensing Group from 2000 to 2009.
Eldon Schaffer		49	President, Aptar Food + Beverage
Mr. Schaffer has been President of Aptar Food + Beverage since January 2012. Prior to this, Mr. Schaffer was President of Aptar Beauty + Home North America from 2010 to 2011 and was Seaquist Closures' General Manager of North America from 2004 to 2009.
Salim Haffar		41	President, Aptar Pharma
Mr. Haffar has been President of Aptar Pharma since January 2014. From 2012 to 2013 Mr. Haffar worked with Capsugel, a leading pharmaceutical supplier of gelatin capsules for the oral drug delivery industry. From 2010 to 2012, he was President of Aptar Pharma's Prescription division. From 2008 to 2010, he was Co-President of the Company's Valois Group and President of Valois' Pharma division. Prior to 2008, Mr. Haffar held various sales and marketing positions within the Company's Valois Pharma division.
Ursula Saint-Léger		51	Vice President of Human Resources
Ms. Saint-Léger has been Vice President of Human Resources since October 2010. Prior to joining AptarGroup in 2010, Ms. Saint-Léger was Sr. Group Vice President Human Resources at TAQA (industrialization and energy services) from 2009 to 2010 and was Senior Vice President Human Resources at Umicore S.A. from 2004 to 2009.

        There were no arrangements or understandings between any of the executive officers and any other person(s) pursuant to which such officers were elected.

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ITEM 1A.    RISK FACTORS

 Set forth below and elsewhere in this report and in other documents we file with the Securities and Exchange Commission are risks and uncertainties that could cause our actual results to materially differ from the results contemplated by the forward-looking statements contained in this report and in other documents we file with the Securities and Exchange Commission. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. You should carefully consider the following factors in addition to other information contained in this report on Form 10-K before purchasing any shares of our common stock.

FACTORS AFFECTING OPERATIONS OR OPERATING RESULTS

 We have foreign currency translation and transaction risks that may materially adversely affect our operating results.    A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial statements of our foreign entities. Our primary foreign exchange exposure is to the Euro, but we have foreign exchange exposure to the Brazilian Real, British Pound, Swiss Franc, and other South American and Asian currencies, among others. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial statements. Conversely, a weakening U.S. dollar has an additive translation effect. In some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. We manage our exposures to foreign exchange principally with forward exchange contracts to economically hedge certain transactions and firm purchase and sales commitments denominated in foreign currencies. The volatility of currency exchange rates may materially affect our operating results.

 If there is deterioration in economic conditions in a particular region or market, our business and operating results could be materially adversely impacted.    Due to our strong balance sheet, diverse product offerings, various end-markets served, and our broad geographic presence, we believe we are well positioned to withstand slowness in any one particular region or market. However, economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. A tightening of credit in financial markets or other factors may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by our suppliers, customers or distributors could result in product delays, increased accounts receivable defaults, inventory or supply challenges and pricing pressures. An interruption in supply may also impact our ability to meet customer demands. Consumer demand for our customers' products and shifting consumer preferences are unpredictable and could have a negative impact on our customers and our customers' demand for our products. A disruption in the credit markets could also restrict our access to capital.

 Geopolitical conditions, such as recent events in Eastern Europe, could have a material adverse effect on our operations and financial results.    Our operations could be disrupted by geopolitical conditions such as international boycotts, acts of war, terrorist activity or other similar events. Such events could make it difficult or impossible to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, which could adversely affect our business globally or in certain regions. While we maintain similar manufacturing capacities at different locations and coordinate multi-source supplier programs on many of our materials which would better enable us to respond to these types of events, we cannot be sure that our plans will fully protect us from all such disruptions. In addition, our customers may export their finished products using our dispensing devices that were sold in other regions and an adverse geopolitical event such as recent conflicts in Eastern Europe, may impact the sales of our customers' products and thus indirectly negatively impact the demand for our dispensing solutions.

 If our expansion initiatives are unsuccessful, our operating results and reputation may suffer.    We are expanding our operations in a number of new and existing markets and jurisdictions, including facilities expansions in France and Latin America. Expansion of our operations will continue to require a significant amount of time and attention from our senior management and capital investment. Our expansion activities present considerable challenges and risks, including the general economic and political conditions existing in new markets and jurisdictions that we enter, attracting, training and retaining qualified and talented employees, infrastructure and labor disruptions, fluctuations in currency exchange rates, the imposition of restrictions by governmental authorities, compliance with current, new and changing governmental laws and regulations and the cost of such compliance activities. We may have limited or no prior experience in certain of these new markets and there is no assurance any of our expansion efforts will be successful. If any of our expansion efforts are unsuccessful, our operating results and reputation may suffer.

 Higher raw material costs and other inputs and an inability to increase our selling prices may materially adversely affect our operating results and financial condition.    The cost of raw materials and other inputs (particularly resin, rubber, metal, anodization costs and transportation and energy costs) are volatile and susceptible to rapid and substantial changes due to factors beyond our control, such as changing economic conditions, currency fluctuations, weather conditions, political unrest and instability in energy-producing nations, and supply and demand pressures. Raw material costs may increase in the coming years and, although we have generally been able to increase selling prices to cover increased costs,

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2014 Form 10-K

future market conditions may prevent us from passing these increased costs on to our customers through timely price increases. In addition, we may not be able to improve productivity or realize savings from our cost reduction programs sufficiently enough to offset the impact of increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results.

 In difficult market conditions, our fixed costs structure combined with potentially lower revenues may negatively impact our results.    Our business is characterized by high fixed costs and, notwithstanding our utilization of third-party manufacturing capacity, most of our production requirements are met by our own manufacturing facilities. In difficult environments, we are generally faced with a decline in the utilization rates of our manufacturing facilities due to decreases in product demand. During such periods, our plants do not operate at full capacity and the costs associated with this excess capacity are charged directly to cost of sales. Difficult market conditions in the future may adversely affect our utilization rates and consequently our future gross margins, and this, in turn, could have a material negative impact on our business, financial condition and results of operations.

 We face strong global competition and our market share could decline.    All of the markets in which we operate are highly competitive and we continue to experience price competition in all product lines and segments. Competitors include privately and publicly held entities. Our competitors mainly range from regional to international companies, and we also experience some local competition mainly in Asia and Latin America. Some fragrance marketers are sourcing their manufacturing requirements including filling of their product in Asia and importing the finished product back into the United States or Europe. If we are unable to compete successfully, our market share may decline, which could materially adversely affect our results of operations and financial condition.

 If our unionized employees were to engage in a strike or other work stoppage, our business, operating results and financial condition could be materially adversely affected.    The majority of our European and Latin American employees are covered by collective bargaining arrangements made either at the local or national level in their respective countries and approximately 200 of our North American employees are covered by a collective bargaining agreement. Although we believe that our relations with our employees are satisfactory, no assurance can be given that this will continue. If disputes with our unions arise, or if our unionized workers engage in a strike or other work stoppage, we could incur higher labor costs or experience a significant disruption of operations, which could have a material adverse effect on our business, operating results and financial position.

 If we were to incur a significant product liability claim above our current insurance coverage, our business, operating results and financial condition could be materially adversely affected.    Approximately 29% of our net sales are made to customers in the pharmaceutical industry. If our devices fail to operate as intended, medication prescribed for patients may be under administered, or may be over administered. The failure of our devices to operate as intended may result in a product liability claim against us. We believe we maintain adequate levels of product liability insurance coverage. A product liability claim or claims in our Pharma segment or our other segments in excess of our insurance coverage or not covered by existing insurance may materially adversely affect our business, operating results and financial condition.

 The success or failure of our customers' products, particularly in the pharmaceutical market, may materially affect our operating results and financial condition.    In the pharmaceutical market, the proprietary nature of our customers' products and the success or failure of their products in the market using our dispensing systems may have a material impact on our operating results and financial condition. We may potentially work for years on modifying our dispensing device to work in conjunction with a customer's drug formulation. If the customer's pharmaceutical product is not approved by regulatory bodies or it is not successful on the market, the associated costs may not be recovered.

 Single sourced materials and manufacturing sites could adversely impact our ability to deliver product.    The Company sources certain materials, especially some resins and rubber components for our pharmaceutical segment, from a single source. Any disruption in the supply of these materials could adversely impact our ability to deliver product to our customers. Similarly, we have certain components and / or products that are manufactured at a single location or from a single machine or mold. Any disruption to the manufacturing process could also adversely impact our ability to deliver product to our customers.

 We have approximately $330 million in recorded goodwill and changes in future business conditions could cause this asset to become impaired, requiring write-downs that would reduce our operating income.    We evaluate the recoverability of goodwill amounts annually, or more frequently when evidence of potential impairment exists. The impairment test is based on several factors requiring judgment. A decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of recorded goodwill and, as a result, our operating results could be materially adversely affected. See "Critical Accounting Estimates" in Part II, Item 7 for additional information.

 Government regulation on environmental matters regarding recycling or environmental sustainability policies could impact our business.    Future government regulations mandating the use or limitations of certain materials could impact our

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2014 Form 10-K

manufacturing processes or the technologies we use forcing us to reinvest in alternative materials or assets used in the production of our products.

 Increased cybersecurity threats could pose a risk to our operations.    Increased global information security threats and more sophisticated, targeted computer crime pose a risk to the confidentiality, availability and integrity of our data, operations and infrastructure. While we do not believe we have experienced a specific cyber incident such as unauthorized access to our systems or disruption of functionality, we attempt to mitigate these types of risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems. We also periodically test our systems for vulnerabilities and have recently on occasion used a third party to conduct such tests. Even with these mitigations, our information systems remain potentially vulnerable to sophisticated cybersecurity threats. Depending on their nature and scope, such threats could potentially lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations.

 Consolidation of customer base could impact of business.    We believe mergers and acquisitions within our customer base create opportunities for increasing sales due to the breadth of our product line, our international presence and our long-term relationships with certain customers. However, consolidation of our customers could lead to pricing pressures, concentration of credit risk and fewer opportunities to introduce new products to the market.

FACTOR AFFECTING APTARGROUP STOCK

 Ownership by Certain Significant Shareholders.    Currently, Aptar has six shareholders who each own between 5% and 11% of our outstanding common stock. If one of these significant shareholders decides to sell significant volumes of our stock, this could put downward pressure on the price of the stock.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

 The Company has no unresolved comments from the SEC.

ITEM 2.    PROPERTIES

 We lease or own our principal offices and manufacturing facilities. None of the owned principal properties is subject to a lien or other encumbrance material to our operations. We believe that existing operating leases will be renegotiated as they expire, will be acquired through purchase options or that suitable alternative properties will be leased on acceptable terms. We consider the condition and extent of utilization of our manufacturing facilities and other properties to be generally good,

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2014 Form 10-K

and the capacity of our plants to be adequate for the needs of our business. The locations of our principal manufacturing facilities, by country, are set forth below:

ARGENTINA
Florencio Varela (1 & 2)
Tortuguitas (1 & 3)

BRAZIL
Cajamar (1)
Maringá Paraná (1 & 3)
Jundiai (1)

CHINA
Suzhou (1, 2 & 3)

COLOMBIA
Cali (1)

CZECH REPUBLIC
Ckyne (1 & 3)

FRANCE
Annecy (1 & 2)
Brecey (2)
Charleval (1 & 2)
Granville (2)
Le Neubourg (1)
Le Vaudreuil (2)
Oyonnax (1)
Poincy (1 & 3)
Verneuil Sur Avre (1) GERMANY
Böhringen (1 & 2)
Dortmund (1)
Eigeltingen (2)
Freyung (1 & 3)
Menden (1)

INDIA
Himachal Pradesh (1)
Hyderabad (1 & 3)
Mumbai (2)

INDONESIA
Cikarang, Bekasi (1)

IRELAND
Ballinasloe, County Galway (1)

ITALY
Manoppello (1)
San Giovanni Teatino (Chieti) (1 & 3)

MEXICO
Queretaro (1 & 3)

RUSSIA
Vladimir (1 & 3) SPAIN
Madrid (1)
Torello (1 & 3)

SWITZERLAND
Mezzovico (2)

THAILAND
Chonburi (1)

UNITED KINGDOM
Leeds, England (1 & 3)

UNITED STATES
Cary, Illinois (1, 2 & 3)
Congers, New York (2)
Libertyville, Illinois (1 & 3)
Lincolnton, North Carolina (3)
McHenry, Illinois (1 & 2)
Midland, Michigan (1 & 3)
Mukwonago, Wisconsin (1, 2 & 3)
Stratford, Connecticut (1 & 3)
Torrington, Connecticut (1 & 3)
Watertown, Connecticut (1 & 3)

(1)

Locations of facilities manufacturing for the Beauty + Home segment.

(2)

Locations of facilities manufacturing for the Pharma segment.

(3)

Locations of facilities manufacturing for the Food + Beverage segment.

        We also have sales personnel in Canada and Japan. Our corporate office is located in Crystal Lake, Illinois.

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2014 Form 10-K

ITEM 3.    LEGAL PROCEEDINGS

 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.

ITEM 4.    MINE SAFETY DISCLOSURES

 Not applicable.

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT'S COMMON EQUITY

 Information regarding market prices of our Common Stock and dividends declared may be found in Note 21 to the Consolidated Financial Statements in Item 8 (which is incorporated by reference herein). Our Common Stock is traded on the New York Stock Exchange under the symbol ATR. As of February 10, 2015, there were approximately 300 holders of record of our Common Stock.

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 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 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 December 31, 2014, the Plan purchased 800 shares of our common stock on behalf of the participants at an average price of $68.38 per share, for an aggregate amount of $54.7 thousand, and sold 3,980 shares of our Common Stock on behalf of the participants at an average price of $64.33 per share, for an aggregate amount of $256.0 thousand. At December 31, 2014, the Plan owned 46,356 shares of our Common Stock.

ISSUER PURCHASES OF EQUITY SECURITIES

 The Company announced the repurchase program in effect through October 30, 2014 on July 18, 2013, which authorized the Company to repurchase up to four million shares of our outstanding Common Stock. Under this program, the Company repurchased approximately 1.4 million shares of its outstanding Common Stock in 2014 at a total cost of $91 million.

        On October 30, 2014, the Company announced a new share repurchase authorization of up to $350 million of Common Stock. This new authorization replaces previous authorizations and has no expiration date. AptarGroup may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

        On December 16, 2014, the Company entered into an agreement to repurchase approximately $250 million of its Common Stock under an accelerated share repurchase program (the "ASR program"). On that date, the Company paid $250 million to Wells Fargo Bank N.A. ("Wells Fargo") in exchange for approximately 3.1 million shares, currently estimated to represent approximately 80% of the total number of shares expected to be purchased in the ASR program based on market prices at that time. The ultimate number of shares to be repurchased under the ASR program will be based on the volume-weighted average price of the Company's common stock during the term of the ASR program, less a discount. Final settlement of the ASR program is expected to be completed by the end of September 2015, although the settlement may be accelerated at Wells Fargo's option. The ASR program is part of the Company's $350 million share repurchase authorization.

        For the year ended December 31, 2014, Aptar spent $341 million to repurchase approximately 4.5 million shares.

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2014 Form 10-K

        The following table summarizes the Company's purchases of its securities for the quarter ended December 31, 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		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in millions)
10/1 - 10/31/14		—		$	—		—	$	350.0
11/1 - 11/30/14		—			—		—		350.0
12/1 - 12/31/14		3,133,814	(a)		63.82		3,133,814		100.0
Total		3,133,814	(a)	$	63.82		3,133,814	$	100.0

(a)

Represents shares delivered under our accelerated share repurchase program (the "ASR program") as described above.

SHARE PERFORMANCE

 The following graph shows a five year comparison of the cumulative total stockholder return on AptarGroup's common stock as compared to the cumulative total return of the Standard & Poor's 500 Composite Stock Price Index and to an index of peer group companies we selected. The companies included in the peer group are: AEP Industries Inc., Bemis Company, Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Greif Inc., MeadWestvaco Corporation, Owen's-Illinois, Inc., Packaging Corporation of America, Rock-Tenn Company, Sealed Air Corporation, Silgan Holdings, Inc., Sonoco Products Company, and West Pharmaceutical Services Inc.

Comparison of 5 Year Cumulative Stockholder Returns

        The graph and other information furnished in the section titled "Share Performance" under this Part II, Item 5 of this Form 10-K shall not be deemed to be "soliciting" material or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

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2014 Form 10-K

ITEM 6.    SELECTED FINANCIAL DATA

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

Dollars in millions, except per share data
Years Ended December 31,	2014			2013			2012			2011			2010
Statement of Income Data:
Net Sales	$	2,597.8		$	2,520.0		$	2,331.0		$	2,337.2		$	2,076.7
Cost of sales (exclusive of depreciation and amortization shown below)		1,755.3			1,708.9			1,590.4			1,568.3			1,378.8
% of Net Sales		67.6	%		67.8	%		68.2	%		67.1	%		66.4	%
Selling, research & development and administrative		383.9			364.7			341.6			347.6			296.9
% of Net Sales		14.8	%		14.4	%		14.7	%		14.9	%		14.3	%
Depreciation and amortization (1)		152.2			150.0			137.0			134.2			133.0
% of Net Sales		5.8	%		6.0	%		5.9	%		5.7	%		6.4	%
Restructuring initiatives		—			11.8			3.1			(0.1	)		0.1
% of Net Sales		—			0.5	%		0.1	%		—			—
Operating Income		306.4			284.6			258.9			287.1			268.0
% of Net Sales		11.8	%		11.3	%		11.1	%		12.3	%		12.9	%
Net Income		191.6			171.9			162.4			183.6			173.6
% of Net Sales		7.4	%		6.8	%		7.0	%		7.9	%		8.4	%
Net Income Attributable to AptarGroup, Inc.		191.7			172.0			162.6			183.7			173.5
% of Net Sales		7.4	%		6.8	%		7.0	%		7.9	%		8.4	%
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic		2.95			2.60			2.45			2.76			2.58
Diluted		2.85			2.52			2.38			2.65			2.48
Balance Sheet and Other Data:
Capital Expenditures	$	161.9		$	151.5		$	174.1		$	179.7		$	118.8
Total Assets		2,437.2			2,497.8			2,324.4			2,159.3			2,032.7
Long-Term Obligations		588.9			354.8			352.9			254.9			258.8
Net Debt (2)		441.1			184.7			197.8			61.0			(22.1	)
AptarGroup, Inc. Stockholders' Equity		1,103.4			1,479.8			1,379.9			1,289.8			1,278.9
Capital Expenditures % of Net Sales		6.2	%		6.0	%		7.5	%		7.7	%		5.7	%
Interest Bearing Debt to Total Capitalization (3)		43.2	%		25.1	%		23.7	%		25.4	%		21.7	%
Net Debt to Net Capitalization (4)		28.6	%		11.1	%		12.5	%		4.5	%		(1.8	%)
Cash Dividends Declared per Common Share		1.0	9		1.0	0		.8	8		.8	0		.6	6

(1)

Depreciation and amortization includes $2.7 million and $1.6 million of accelerated depreciation related to the European restructuring plan for the year ended December 31, 2013 and 2012, respectively.

(2)

Net Debt is interest bearing debt less cash and cash equivalents.

(3)

Total Capitalization is AptarGroup, Inc. Stockholders' Equity plus Interest Bearing Debt.

(4)

Net Capitalization is AptarGroup, Inc. Stockholders' Equity plus Net Debt.

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2014 Form 10-K

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In thousands, expect per share amounts or otherwise indicated)

 The objective of the following Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition ("MD&A") is to help the reader understand the financial performance of AptarGroup, Inc. MD&A is presented in eight sections: Overview, Results of Operations, Liquidity and Capital Resources, Off-Balance Sheet Arrangements, Overview of Contractual Obligations, Recently Issued Accounting Pronouncements, Critical Accounting Estimates, Operations Outlook and Forward-Looking Statements. MD&A should be read in conjunction with our consolidated financial statements and accompanying Notes to Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K.

        In MD&A, "we," "our," "us," "AptarGroup," "AptarGroup, Inc." and "the Company" refer to AptarGroup, Inc. and its consolidated subsidiaries.

OVERVIEW

GENERAL

 We are a leading global solution provider of a broad range of innovative packaging delivery solutions primarily for the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage markets. Our creative packaging solutions enhance the convenience, safety and security of consumers around the globe and allow our customers to differentiate their products in the market.

        We define core sales as net sales excluding acquisitions and changes in foreign currency rates. Core sales is a non-GAAP financial measure. We present this measure as supplemental information to help our investors better understand the trends in our business results over time. Our management uses core sales to evaluate our business on a consistent basis. A reconciliation of core sales growth to net sales growth, the most comparable GAAP measure, can be found on page 15.

        Our diverse product offering and broad global reach drove core sales growth in 2014. In spite of softer macroeconomic conditions and inventory destocking in certain markets, we were able to grow core sales by 5% over the prior year. We saw improvement in year over year core sales growth in each of our business segments, end markets and geographic regions. Earnings growth was under pressure, particularly within our Beauty + Home segment, as we had certain start-up costs related to our expansion in Latin America, negative currency transaction effects and the negative impact on margins from softer volumes at different times throughout the year. However, strong results from our Pharma and Food + Beverage segments drove record annual earnings per share. On a geographic basis excluding currency effects, we benefitted from strong sales growth rates in Latin America and Asia while we had more moderate growth in Europe the U.S.

2014 HIGHLIGHTS

·

Diluted earnings per share increased 13% to a record $2.85 per share compared to $2.52 per share in the prior year.

·

Core sales increased 5%, while reported sales increased 3% due to foreign currency headwinds.

·

Sales growth across all three business segments, end markets and geographic regions drove results.

·

Pharma and Food + Beverage segments reported strong results.

·

Beauty + Home segment sales growth was affected by soft demand in several markets, start-up costs for our Colombian operations and a fire in one of our Brazilian facilities.

·

We spent approximately $341 million to repurchase 4.5 million shares of our common stock, including 3.1 million shares that were acquired as part of our accelerated share repurchase program executed during the fourth quarter.

·

We increased the quarterly dividend by 12% making this our 21^st consecutive year of paying an increased annual dividend. We made total dividend payments to our shareholders totaling approximately $71 million.

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2014 Form 10-K

RESULTS OF OPERATIONS

 The following table sets forth the consolidated statements of income and the related percentages of net sales for the periods indicated:

	2014						2013						2012
Years Ended December 31,	Amount in $ Thousands			% of Net Sales			Amount in $ Thousands			% of Net Sales			Amount in $ Thousands			% of Net Sales
Net sales	$	2,597,809			100.0	%	$	2,520,013			100.0	%	$	2,331,036			100.0	%
Cost of sales (exclusive of depreciation shown below)		1,755,266			67.6			1,708,936			67.8			1,590,365			68.2
Selling, research & development and administrative		383,909			14.8			364,747			14.4			341,634			14.7
Depreciation and amortization		152,218			5.8			149,956			6.0			137,022			5.9
Restructuring initiatives		—			—			11,800			0.5			3,102			0.1
Operating income		306,416			11.8			284,574			11.3			258,913			11.1
Other expense		(20,115	)		(0.8	)		(20,191	)		(0.8	)		(17,540	)		(0.8	)
Income before income taxes		286,301			11.0			264,383			10.5			241,373			10.3
Net Income		191,624			7.4			171,926			6.8			162,420			7.0
Effective tax rate		33.1%						35.0%						32.7%

NET SALES

 We reported net sales of $2.6 billion for 2014, 3% above 2013 reported net sales of $2.5 billion. The negative translation effect of 2% mainly relates to the strength of the U.S. Dollar compared to Latin American and Asian currencies as the Euro rates remained relatively stable when compared to the U.S. Dollar for the full year. All three operating segments saw core sales increases in 2014, but the consolidated 5% core sales growth was mainly driven by the strong results of our Food + Beverage and Pharma segments.

        In 2013, we reported net sales of $2.5 billion for 2013, 8% above 2012 reported net sales of $2.3 billion. Stelmi, which was acquired in July of 2012, reported sales for the first six months of 2013 of $74.0 million which contributed 3% to the reported increase in 2013 net sales. The negative translation effect from weakening Latin American and Asian currencies was offset by the stronger Euro compared to prior year. This resulted in a 1% positive impact from changes in exchange rates on our reported sales growth. Although all three operating segments saw core sales increases in 2013, the 4% core sales growth was mainly driven by the strong results of our Food + Beverage and Pharma segments.

Net Sales Change over Prior Year	2014			2013
Core Sales		5%			4%
Currency Effects		(2%	)		1%
Acquisitions		—			3%
Total Reported Net Sales Growth		3%			8%

        Foreign currency effects are approximations of the adjustment necessary to state the prior year earnings per share using current period exchange rates. For further discussion on net sales by reporting segment, please refer to the segment analysis of net sales and operating income on the following pages.

        The following table sets forth, for the periods indicated, net sales by geographic location:

Years Ended December 31,	2014		% of Total		2013		% of Total		2012		% of Total
Domestic	$	642,060		25%	$	634,418		25%	$	650,637		28%
Europe		1,506,992		58%		1,452,041		58%		1,269,289		54%
Other Foreign		448,757		17%		433,554		17%		411,110		18%

COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)

 Our cost of sales as a percentage of net sales decreased in 2014 to 67.6% compared to 67.8% in 2013.

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2014 Form 10-K

The following factors positively impacted our cost of sales percentage in 2014:

 Mix of Products Sold.    Our Pharma segment sales represented a higher percentage of our overall sales in 2014 compared to 2013. This positively impacts our cost of sales percentage as margins on our pharmaceutical products typically are higher than the overall Company average.

 Incremental Cost Savings from Restructuring Plan.    On November 1, 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. The plan was substantially completed in 2013 and in 2014 we realized a full year of savings primarily in our Beauty & Home segment.

The following factors negatively impacted our cost of sales percentage in 2014:

 U.S. Overhead Utilization.    Soft demand in certain product lines negatively impacted our North American cost of sales, mainly in our Beauty + Home segment.

 Additional Latin American Costs.    During 2014, our cost of sales was negatively impacted by several events in Latin America which primarily impacted our Beauty + Home segment. We recognized approximately $3.0 million in one-time costs related to the start-up of our Colombian operations. Due to the significant devaluation of certain Latin American currencies, we recognized approximately $3.3 million of negative transaction effects related to the importing of components from different regions. In addition, we incurred $1.3 million of expenses related to a fire that occurred in one of our Brazilian facilities. The expenses related to the fire are expected to be reimbursed in future periods by insurance proceeds which will be recognized in the period they are realizable in accordance with accounting rules.

Our cost of sales as a percentage of net sales decreased in 2013 to 67.8% compared to 68.2% in 2012.

The following factors positively impacted our cost of sales percentage in 2013:

 Mix of Products Sold.    Excluding acquisitions and foreign currency, our Pharma segment sales represented a higher percentage of our overall sales. This positively impacts our cost of sales percentage as margins on our pharmaceutical products typically are higher than the overall Company average.

 Stelmi Acquisition.    In 2012, approximately $3.8 million of inventory fair value adjustments related to the acquisition of Stelmi negatively impacted our cost of sales percentage. However, Stelmi margins are also higher than our Company average margins. Therefore, the strong sales volumes for a full year in 2013 also have a positive impact on the 2013 cost of sales percentage.

The following factors negatively impacted our cost of sales percentage in 2013:

 Weakening of the U.S. Dollar.    We are a net importer from Europe into the U.S. of products produced in Europe with costs denominated in Euros. As a result, when the U.S. dollar or other currencies weaken against the Euro, products produced in Europe (with costs denominated in Euros), and sold in currencies that are weaker compared to the Euro, have a negative impact on cost of sales as a percentage of net sales.

 U.S. Overhead Utilization.    Soft demand in certain product lines, along with costs related to our enterprise system rollouts, negatively impacted our North American cost of sales, mainly in our Beauty + Home segment.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

 Our Selling, Research & Development and Administrative expenses ("SG&A") increased approximately 5% or $19.2 million in 2014 compared to the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately $24.2 million compared to the same period a year ago. The increase is due to several factors, including higher research and development costs mainly related to our bonded aluminum to plastic technology. We also realized higher information technology costs associated with our ongoing enterprise resource planning system roll-ins along with higher stock compensation expense. For 2014, SG&A as a percentage of net sales increased to 14.8% compared to 14.4% of net sales in the same period of the prior year due primarily due to higher expenses during the current year.

        In 2013, our SG&A expenses increased approximately 7% or $23.1 million compared to the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately $20.3 million compared to the same period a year ago. Part of the increase is related to the Stelmi acquisition. In the first half of 2013, the Stelmi Group contributed approximately $9.9 million to our SG&A expense totals, while in 2012, we recorded $5.9 million of professional fees related to the acquisition. Also contributing to the increase were additional personnel costs and professional fees related to our North American enterprise system rollouts along with facility start-up costs in Latin America. For 2013, SG&A as a percentage of net sales decreased to 14.4% compared to 14.7% of net sales in the same period of the prior year due primarily to the increase in sales noted above.

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2014 Form 10-K

DEPRECIATION AND AMORTIZATION

 Depreciation and amortization expense increased approximately 2% or $2.3 million in 2014. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $3.6 million compared to the same period a year ago. The investments in our new products and the continued roll-out of our global enterprise resource planning system mentioned above exceeded exceptional charges incurred in 2013. Depreciation and amortization as a percentage of net sales decreased slightly to 5.8% compared to 6.0% for the same period a year ago mainly due to the increase in sales in the current year.

        In 2013, depreciation and amortization expense increased approximately 9% or $12.9 million. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $11.1 million compared to the same period a year ago. Incremental Stelmi depreciation and amortization for the first six months of 2013 represented $4.8 million of this increase while the accelerated depreciation on certain corporate assets and the European restructuring plan represented $4.2 million. Additional investments in our business make up the remaining increase. Excluding acquisitions, depreciation and amortization as a percentage of net sales increased slightly to 6.0% compared to 5.9% for the same period a year ago mainly due to the increase in expenses noted above.

RESTRUCTURING INITIATIVES

 On November 1, 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 closed which impacted approximately 170 employees. During 2013, we recognized $11.8 million of restructuring expenses along with $2.7 million accelerated depreciation of assets mentioned above. The plan was substantially completed at the end of 2013 with total costs of approximately $19.5 million.

OPERATING INCOME

 Operating income increased approximately $21.8 million or 8% to $306.4 million in 2014. Excluding changes in currency rates, operating income increased by approximately $22.7 million in 2014. 2013 results included the negative impact of the European restructuring plan charges of $11.8 million. The remaining $10.9 million increase in operating income over the prior year is due to additional operating income from our sales growth, primarily from the Pharma and Food + Beverage segments. Reported operating income as a percentage of net sales increased to 11.8% in 2014 compared to 11.3% for the same period in the prior year due to the costs associated with our European restructuring plan in 2013.

        In 2013, operating income increased approximately $25.7 million or 10% to $284.6 million. Excluding acquisitions and restructuring costs operating income increased by $11.3 million. The increase is mainly related to the sales growth across all three segments as discussed above. In 2013, the positive impact of Stelmi, which had operating income of $14.4 million in the first six months of 2013, was offset by the negative impact related to restructuring plan charges of $14.6 million. The 2012 results were negatively impacted by restructuring plan charges of $4.9 million, $5.9 million of Stelmi acquisition costs and $3.8 million related to Stelmi inventory fair value adjustments as mentioned above. Reported operating income, as a percentage of sales, increased slightly to 11.3% in 2013 compared to 11.1% in 2012 mainly due to the increase in sales discussed above.

NET OTHER EXPENSES

 Net other expenses in 2014 decreased slightly to $20.1 million compared to $20.2 million in 2013. Higher interest income and lower hedging costs were mostly 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.

        In 2013, net other expenses increased to $20.2 million compared to $17.5 million in 2012. This increase is mainly due to $1.6 million higher interest expense and increased losses in the fourth quarter on foreign currency transactions mainly due to the significant devaluation of the Argentine Peso, Brazilian Real and Indian Rupee when compared to the U.S. Dollar.

EFFECTIVE TAX RATE

 The reported effective tax rate on net income for 2014 and 2013 was 33.1% and 35.0%, respectively. The Company did not repatriate any earnings from foreign jurisdictions to the U.S. in 2014 and this reduced our reported effective tax rate compared to the prior year.

        The reported effective tax rate on net income for 2013 and 2012 was 35.0% and 32.7%, respectively. The higher tax rate for 2013 is primarily the result of tax regulation changes enacted in France, offset partially by the tax benefits resulting from an Italian tax law change as well as the expected use of a Brazilian net operating loss.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

 We reported net income of $191.7 million compared to $172.0 million reported in 2013 and $162.6 million reported in 2012.

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2014 Form 10-K

BEAUTY + HOME SEGMENT

Years Ended December 31,	2014		2013		2012		% Change 2014 vs. 2013			% Change 2013 vs. 2012
Net Sales	$	1,498,297	$	1,488,145	$	1,453,940		0.7	%		2.4	%
Segment Income (1)		98,368		109,272		123,527		(10.0	)		(11.5	)
Segment Income as a percentage of Net Sales		6.6%		7.3%		8.5%

(1)

Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and income taxes. The Company evaluates performance of its business units and allocates resources based upon segment income. For a reconciliation of segment income to income before income taxes, see Note 17 to the Consolidated Financial Statements in Item 8.

Net sales increased approximately 1% in 2014 to $1.50 billion compared to $1.49 billion in 2013. Changes in foreign currency negatively impacted reported sales for 2014 by 2%. Excluding changes in exchange rates, sales increased 3% in 2014 compared to the prior year. Sales of our products, excluding foreign currency changes, to the beauty market increased approximately 4% while sales to the personal care and home care markets increased approximately 3% and 4%, respectively, in 2014 compared to 2013. The increase in beauty sales is primarily due to growth of our prestige fragrance and skin care products. Personal care increased over the prior year due to stronger sales to our personal cleansing and sun care customers while the home care market increased mainly due to improved laundry care sales. Geographically, all four regions reported increases in net sales with strong core sales growth in our emerging markets along with moderate growth in Europe and the U.S. Customer tooling sales, excluding foreign currency changes, decreased in 2014 to $33.9 million compared to $37.7 million in the prior year.

        In 2013, net sales increased approximately 2% to $1.49 billion compared to $1.45 billion in 2012. Changes in foreign currency rates did not have a material impact on reported sales for 2013. Sales of our products, excluding foreign currency changes, to the beauty market increased approximately 2% while sales to the personal care market increased approximately 4% in 2013 compared to 2012. Softer sun care sales due to cooler weather conditions were offset by strong sales growth in Asia and Latin America. Sales of our home care products, excluding foreign currency changes, decreased approximately 4% mainly due to exiting certain unprofitable businesses in Europe. Geographically, increases in Europe, Asia and Latin America offset the softness in North America. Customer tooling sales, excluding foreign currency changes, decreased in 2013 to $38.6 million compared to $42.8 million in the prior year.

        Segment income for 2014 decreased approximately 10% to $98.4 million from $109.3 million reported in 2013. Soft demand in certain product lines negatively impacted our North American region. We also recognized approximately $3.0 million in one-time costs related to the start-up of our Colombian operations. Due to the significant devaluation of certain Latin American currencies, we recognized approximately $3.3 million of negative transaction effects related to the importing of components from different regions. In addition, we incurred $1.3 million of expense related to a fire that occurred in one of our Brazilian facilities. The expenses related to the fire are expected to be reimbursed in future periods by insurance proceeds which will be recognized in the period they are realizable.

        In 2013, segment income decreased approximately 12% to $109.3 million from $123.5 million reported in 2012. Increased earnings from the strong sales in Europe, Asia and Latin America were not able to offset the higher labor costs and operational inefficiencies brought on by softness in the North American region and facility start-up costs in Brazil and Colombia. Additional personnel costs and professional fees related to our North American enterprise system rollouts also negatively impacted segment income in 2013.

PHARMA SEGMENT

Years Ended December 31,	2014		2013		2012		% Change 2014 vs. 2013			% Change 2013 vs. 2012
Net Sales	$	751,226	$	708,774	$	588,693		6.0	%		20.4	%
Segment Income		204,698		189,689		141,912		7.9			33.7
Segment Income as a percentage of Net Sales		27.2%		26.8%		24.1%

Net sales increased 6% in 2014 to $751.2 million compared to $708.8 million in 2013. Foreign currency changes negatively impacted total segment sales by 1%. Excluding changes in exchange rates, sales increased 7% in 2014 compared to the prior year. Excluding foreign currency rate changes, sales of our products increased in each end market and geographic region we serve. Sales to the prescription drug market increased 6% on strong demand for our metered dose inhaler valves for various asthma and COPD treatments, including new generic launches in developing regions. We also continued to see

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2014 Form 10-K

strong demand for our consumer health care products, which increased 12% partially due to preservative free eye care launches in Europe using our innovative ophthalmic squeeze dispenser along with strong sales of our products used for nasal decongestant. Excluding foreign currency rate changes, sales to the injectables market increased 1%. Customer tooling sales, excluding foreign currency changes, decreased in 2014 to $16.9 million compared to $21.1 million in the prior year.

        In 2013, net sales increased 20% to $708.8 million compared to $588.7 million in 2012. Stelmi sales were $74.0 million during the first half of 2013 and represented 12% of the increase. Foreign currency changes had a positive impact of 2% on total segment sales. Excluding acquisitions and changes in exchange rates, sales increased 6% in 2013 compared to the prior year. Excluding acquisitions and foreign currency rate changes, sales of our products to the prescription drug and consumer health care markets increased 2% and 11%, respectively, in 2013 compared to the prior year. Decreases in the first quarter related to destocking of inventory by our customers serving the generic allergy market, especially in North America, and softness in the consumer health care market in Europe were more than offset by the increase in sales during the last nine months of the year. We also increased second half injectables sales during 2013 compared to 2012 due to strong volumes and selective pricing increases. Customer tooling sales, excluding foreign currency changes, also increased in 2013 to $22.0 million compared to $18.6 million in the prior year.

        Segment income increased 8% to $204.7 million in 2014 compared to $189.7 million in 2013. This increase is mainly attributed to higher sales for the prescription and consumer health care markets discussed above. 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 fair value.

        In 2013, segment income increased 34% to $189.7 million compared to $141.9 million in 2012. Stelmi segment income was $14.5 million in the first six months of 2013. We also reported the $5.9 million of acquisition fees and $3.8 million of fair value adjustments related to Stelmi during 2012. Excluding Stelmi and the related acquisition fees, segment income increased $23.6 million in 2013 compared to the prior year. This increase is attributed to the higher sales in each of the markets we serve by this segment along with improved overhead absorption at our Pharma operating facilities.

FOOD + BEVERAGE SEGMENT

Years Ended December 31,	2014		2013		2012		% Change 2014 vs. 2013			% Change 2013 vs. 2012
Net Sales	$	348,286	$	323,094	$	288,403		7.8	%		12.0	%
Segment Income		37,728		35,186		30,415		7.2			15.7
Segment Income as a percentage of Net Sales		10.8%		10.9%		10.5%

Net sales increased by approximately 8% in 2014 to $348.3 million compared to $323.1 million in 2013. Excluding changes in foreign currency rates, sales increased 9%. Sales of our products, excluding foreign currency changes, to the food market increased 7% and sales of our products to the beverage market increased approximately 11% in 2014 compared to the prior year. The food sales increase is mainly due to improving sales of our products used to dispense sauces/condiments and dairy creamers. The beverage sales increase is driven by the continued success of our products used on functional beverages in the Asian region as well as growth in the concentrate flavoring market in Europe. Customer tooling sales, excluding foreign currency changes, also increased in 2014 to $28.5 million compared to $27.2 million in the prior year.

        In 2013, net sales increased by approximately 12% to $323.1 million compared to $288.4 million in 2012. Excluding changes in foreign currency rates, sales increased 11%. Sales of our products, excluding foreign currency changes, to the food market increased 10% and sales of our products to the beverage market increased approximately 13% in 2013 compared to the prior year. The sales increase to the food market is driven by strong product sales to the condiment, dairy and infant formula markets along with tooling sales, which increased $2.2 million over 2012. The increase in sales to the beverage market is mainly due to increased product sales globally, especially in Asia for the functional bottled water market.

        Segment income increased 7% to $37.7 million in 2014 compared to $35.2 million in 2013. This increase is mainly driven by the increase in product sales to both the food and beverage markets.

        In 2013, segment income increased 16% to $35.2 million compared to $30.4 million in 2012. Strong growth in product sales along with improved manufacturing productivity and cost absorption contributed to the improvements in 2013 compared to the prior year.

CORPORATE & OTHER

 Certain costs that are not allocated to our three operating business segments are classified as "Corporate & Other," which is presented separately in Note 17 of the Notes to the Consolidated Financial Statements. Corporate & Other primarily includes certain corporate compensation, professional fees, certain information system costs and LIFO inventory adjustments.

        Corporate & Other expense in 2014 increased slightly to $38.3 million compared to $38.0 million in 2013. The increase is mainly due to increases in professional fees associated with our legal entity reorganization project in 2014. The 2013 Corporate & Other expense included a $1.5 million adjustment for accelerated depreciation recognized on certain corporate assets in 2013.

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2014 Form 10-K

        In 2013, Corporate & Other expense increased to $38.0 million compared to $33.8 million in 2012. The increase is mainly due to a $1.5 million adjustment for accelerated depreciation on certain corporate assets and increased realized foreign currency translation losses due to the devaluation of certain currencies relative to the U.S. Dollar.

LIQUIDITY AND CAPITAL RESOURCES

 Our primary sources of liquidity are cash flows provided by our operations and our revolving credit facility. In 2014, our operations provided cash flows that totaled $314.6 million compared to $285.4 million in 2013 and $313.9 million in 2012. The increase in cash flow from operations in 2014 is mainly due to lower cash used for working capital compared to the prior year. A majority of the operating cash flows were utilized to finance capital expenditures. Comparing 2013 to 2012, the decrease in cash flow from operations relates to an increase in working capital needs in 2013 compared to 2012 mainly due to higher sales levels.

        We used $159.2 million in cash for investing activities during 2014, compared to $157.1 million during 2013 and $359.5 million during 2012. The increase was primarily related to the increase in capital expenditures of approximately $10.4 million during the year. Comparing 2013 to 2012, the decrease in cash used for investing activities is primarily due a decrease in capital expenditures of approximately $22.5 million as well as the Stelmi acquisition in July of 2012 which utilized $188 million in cash. We estimate that we will spend approximately $150 million (assuming current exchange rates) on capital expenditures in 2015.

        Our net cash used for financing activities in 2014 was $19.0 million compared to $67.1 million in 2013 and $99.4 million in 2012. In 2014, the decrease in cash used for financing activities was due to an increase in our proceeds from long-term debt which was primarily used to fund share repurchases through our accelerated share repurchase program. Comparing 2013 to 2012, the decrease in cash used for financing activities was primarily due to an increase in our borrowings which was used in part to fund a $39.0 million increase in share repurchases.

        Cash and equivalents increased $89.9 million to $399.8 million at the end of 2014 from $309.9 million at the end of 2013. Total short and long-term interest bearing debt increased to $840.9 million at the end of 2014 from $494.6 million at the end of 2013. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (Stockholders' Equity plus Net Debt) increased to 28.6% compared to 11.1% as of December 31, 2013.

        On January 31, 2012, we entered into a revolving credit facility that provides for unsecured financing of up to $300 million. Each borrowing under this credit facility will bear interest at rates based on LIBOR, prime rates or other similar rates, in each case plus an applicable margin. A facility fee on the total amount of the facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the new credit facility and the facility fee percentage may change from time to time depending on changes in AptarGroup's consolidated leverage ratio. 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. On December 16, 2014, we amended the credit facility to, among other things, change our financial covenants to the leverage and interest coverage ratios shown in the table below, and extend the maturity date of the revolving credit facility to December 16, 2019. The outstanding balance under the credit facility was $230 million at December 31, 2014 and $110 million at December 31, 2013 and is reported as notes payable in the current liabilities section of the Consolidated Balance Sheets. We incurred approximately $2.7 million and $1.0 million in interest and fees related to this credit facility during 2014 and 2013, respectively.

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

	Requirement	Level at December 31, 2014
Consolidated Leverage Ratio (a)	Maximum of 3.50 to 1.00	1.09 to 1.00
Consolidated Interest Coverage Ratio (a)	Minimum of 3.00 to 1.00	21.80 to 1.00

(a)

Definitions of ratios are included as part of the revolving credit facility agreement.

        Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow approximately an additional $1.1 billion before the 3.50 to 1.00 ratio requirement was 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 the majority of these arrangements are uncommitted. Cash generated by foreign operations has generally been reinvested locally. The majority of our $399.8 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. The repatriation of non-U.S. cash balances from certain subsidiaries could have adverse tax consequences as we may be required to pay income tax on those funds. Historically, the tax consequences associated with repatriating current year earnings to the U.S. has been between 10% and 14% of the repatriated amount. We do not expect future impacts to be materially different.

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2014 Form 10-K

        We believe we are in a strong financial position and have the financial resources to meet our 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. Other uses of liquidity include paying dividends to shareholders and repurchasing shares of our common stock. 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.

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. See the following section "Overview of Contractual Obligations" for future payments relating to operating leases.

OVERVIEW OF CONTRACTUAL OBLIGATIONS

 Below is a table of our outstanding contractual obligations and future payments as of December 31, 2014:

Payment Due by Period	Total		2015		2016-2017		2018-2019		2020 and After
Long-term debt (1)	$	605,160	$	18,057	$	51,217	$	75,000	$	460,886
Capital lease obligations (1)		2,424		635		1,296		493		—
Operating leases		84,873		19,292		26,308		17,916		21,357
Notes payable (2)		233,284		233,284		—		—		—
Purchase obligations (3)		31,850		21,084		—		10,766		—
Interest obligations (4)		165,373		24,561		43,257		35,044		62,511
Required minimum pension contribution (5)		—		—		—		—		—
Other liabilities reflected on the balance sheet under GAAP (6)		—		—		—		—		—
Total Contractual Obligations	$	1,122,964	$	316,913	$	122,078	$	139,219	$	544,754

(1)

The future payments listed above for capital lease obligations and long-term debt repayments reflect only principal payments.

(2)

Notes payable mainly includes our revolving credit facility. The future payments listed above assume that the amounts under this credit facility will be paid in 2015; however the final maturity date of the facility is in 2019. The future payments listed above also assume that no additional amounts will be drawn under this credit facility.

(3)

Purchase obligations are agreements to purchase goods or services that are enforceable and legally binding on the Company that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transactions.

(4)

Approximately 0.3% of our total interest bearing long-term debt has variable interest rates. Using our long-term variable rate debt outstanding as of December 31, 2014 of approximately $1.7 million at an average rate of approximately 6.7%, we included approximately $0.1 million of variable interest rate obligations in 2014. No variable interest rate obligations were included in subsequent years.

(5)

This line represents the required minimum pension contribution obligation for the Company's U.S. plans. At this time, the Company is not required to make a contribution. The Company also makes contributions to its foreign pension plans but amounts are expected to be discretionary in 2015 and future years. Therefore amounts related to these plans are not included in the preceding table.

(6)

This line represents the current portion of the liability for uncertain tax positions. Aside from deferred income taxes, we have approximately $110.6 million of other deferred long-term liabilities on the balance sheet, which consist primarily of retirement plan obligations as described in Note 8 to the Consolidated Financial Statements. The Company is not able to reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time. Therefore, the long-term portion of the liability is excluded from the preceding table.

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2014 Form 10-K

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 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 2014 are discussed in Note 1 of the Notes to 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. We are currently evaluating the effect that the guidance will have on our financial statements.

        Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

CRITICAL ACCOUNTING ESTIMATES

 The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, pensions and contingencies. We base our estimates on historical experience and on a variety of other assumptions believed to be reasonable in order to make judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in preparation of our Consolidated Financial Statements. Management has discussed the development and selection of these critical accounting estimates with the audit committee of our Board of Directors and the audit committee has reviewed our disclosure relating to it in this Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition ("MD&A").

IMPAIRMENT OF GOODWILL

 In accordance with current accounting standards, goodwill has an indefinite life and is not amortized. We evaluate our goodwill for impairment at the reporting unit level on an annual basis, or whenever indicators of impairment exist. We have determined that our business segments represent our reporting units except for Injectables which, based on our review, qualifies as a separate reporting unit for goodwill impairment testing. As of December 31, 2014, we have $329.7 million of goodwill, which is allocated as follows: $35.0 million is allocated to the Pharma reporting unit, $106.6 million is allocated to the Injectables reporting unit, $171.1 million is allocated to the Beauty + Home reporting unit and $17.0 million is allocated to the Food + Beverage reporting unit.

        We believe that the accounting estimate related to determining the fair value of our reporting units is a critical accounting estimate because: (1) it is highly susceptible to change from period to period because it requires Company management to make assumptions about the future cash flows for each reporting unit over several years in the future, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet as well as our results of operations could be material. Management's assumptions about future cash flows for the reporting units require significant judgment and actual cash flows in the future may differ significantly from those forecasted today. The estimate for future cash flows and its impact on the impairment testing of goodwill is a critical accounting estimate for all the segments of our business.

        For our goodwill impairment assessment we have adopted a standard that provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50 percent chance) that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. In the absence of sufficient qualitative factors, goodwill impairment is determined utilizing a two-step process. If it is determined that the fair value of a reporting unit is below its carrying amount, where necessary, goodwill will be impaired at that time.

        We performed our annual goodwill impairment assessment as of December 31, 2014 for each of our reporting units. Based on our qualitative assessment of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to these reporting units was greater than its carrying amount. As such, the annual two-step impairment test was deemed not necessary to be performed for our reporting units for the year ended December 31, 2014.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

 We record an allowance for doubtful accounts as an estimate of the inability of our customers to make their required payments. We determine the amount of our allowance for doubtful accounts by looking at a variety of factors. First, we examine an aging report of the accounts receivable in each entity within the Company. The aging report lists past due amounts according to invoice terms. In addition, we consider historical experience with the customers, the current economic

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2014 Form 10-K

environment, the credit rating of the customers and general overall market conditions. In some countries we maintain credit insurance, which can be used in certain cases of non-payment.

        We believe that the accounting estimate related to the allowance for doubtful accounts is a critical accounting estimate because: (1) it requires management to make assumptions about the ability to collect amounts owed from customers in the future, and (2) changes to these assumptions or estimates could have a material impact on our results of operations. The estimate for the allowance for doubtful accounts is a critical accounting estimate for all of our segments.

        When we determine that a customer is unlikely to pay, we record a charge to bad debt expense in the income statement and an increase to the allowance for doubtful accounts. When it becomes certain the customer cannot pay (typically driven by the customer filing for bankruptcy) we write off the receivable by removing the accounts receivable amount and reducing the allowance for doubtful accounts accordingly. In 2014, we increased the allowance for doubtful accounts by approximately $741 thousand and we wrote off doubtful accounts of $906 thousand. Please refer to Schedule II—Valuation and Qualifying Accounts for activity in the allowance for doubtful accounts over the past three years.

        We had approximately $407.0 million in net accounts receivable at December 31, 2014. At December 31, 2014, we had approximately $4.3 million recorded in the allowance for doubtful accounts to cover potential future customer non-payments net of any credit insurance reimbursement we would potentially recover. We believe our allowance for doubtful accounts is adequate to cover future non-payments of our customers. However, if economic conditions deteriorate significantly or one of our large customers was to declare bankruptcy, a larger allowance for doubtful accounts might be necessary. It is extremely difficult to estimate how much of an additional reserve would be necessary, but we expect the largest potential customer balance at any one time would not exceed $26 million. An additional loss of $26 million would reduce our Total Assets as of December 31, 2014 by approximately 1% and would have reduced Income Before Income Taxes by approximately 9%.

        If we had been required to recognize an additional $26 million in bad debt expense, it would likely not have significantly affected our liquidity and capital resources because, in spite of any such additional expense, we would have been within the terms of our debt covenants.

VALUATION OF PENSION BENEFITS

 The benefit obligations and net periodic pension cost associated with our domestic and foreign noncontributory pension plans are determined using actuarial assumptions. Such assumptions include discount rates to reflect the time value of money, rate of employee compensation increases, demographic assumptions to determine the probability and timing of benefit payments, and the long-term rate of return on plan assets. The actuarial assumptions are based upon management's best estimates, after consulting with outside investment advisors and actuaries. Because assumptions and estimates are used, actual results could differ from expected results.

        The discount rate is utilized principally in calculating our pension obligations, which are represented by the Accumulated Benefit Obligation (ABO) and the Projected Benefit Obligation (PBO), and in calculating net periodic benefit cost. In establishing the discount rate for our foreign plans, we review a number of relevant interest rates including Aa corporate bond yields. In establishing the discount rate for our domestic plans, we match the hypothetical duration of our plans, using a weighted average duration that is based upon projected cash payments, to a simulated bond portfolio (Citigroup Pension Index Curve). At December 31, 2014, the discount rates for our domestic and foreign plans were 3.83% and 1.90%, respectively.

        We believe that the accounting estimates related to determining the valuation of pension benefits are critical accounting estimates because: (1) changes in them can materially affect net income, and (2) we are required to establish the discount rate and the expected return on fund assets, which are highly uncertain and require judgment. The estimates for the valuation of pension benefits are critical accounting estimates for all of our segments.

        To the extent the discount rates increase (or decrease), our PBO and net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease in each discount rate would be a $54.3 million increase in the PBO ($39.7 million for the domestic plans and $14.6 million for the foreign plans) and a $5.7 million increase in net periodic benefit cost ($4.5 million for the domestic plans and $1.2 million for the foreign plans). To the extent the PBO increases, the after-tax effect of such increase could reduce Other Comprehensive Income and Stockholders' Equity. The estimated effect of a 1% increase in each discount rate would be a $41.9 million decrease in the PBO ($30.2 million for the domestic plans and $11.7 million for the foreign plans) and a $4.6 million decrease in net periodic benefit cost ($3.6 million for the domestic plans and $1.0 million for the foreign plans). A decrease of this magnitude in the PBO would eliminate the current year reduction recognized in Other Comprehensive Income and Stockholders' Equity as related to pension assumptions.

        The assumed expected long-term rate of return on assets is the average rate of earnings expected on the funds invested to provide for the benefits included in the PBO. Of domestic plan assets, approximately 47% was invested in equities, 27% was invested in fixed income securities, 3% was invested in money market funds, 15% was invested in hedge funds and 8% was invested in infrastructure securities at December 31, 2014. Of foreign plan assets, approximately 80% was invested in investment funds, 12% was invested in corporate securities, 1% was invested in fixed income securities, 5% was invested in equity securities and 2% was invested in cash at December 31, 2014.

        The expected long-term rate of return assumptions are determined based on our investment policy combined with expected risk premiums of equities and fixed income securities over the underlying risk-free rate. This rate is utilized principally in calculating the expected return on the plan assets component of the net periodic benefit cost. To the extent the

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2014 Form 10-K

actual rate of return on assets realized over the course of a year is greater or less than the assumed rate, that year's net periodic benefit cost is not affected. Rather, this gain (or loss) reduces (or increases) future net periodic benefit cost over a period of approximately 15 to 20 years. To the extent the expected long-term rate of return on assets increases (or decreases), our net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease (or increase) in each expected long-term rate of return on assets would be a $1.4 million increase (or decrease) in net periodic benefit cost.

        The average rate of compensation increase is utilized principally in calculating the PBO and the net periodic benefit cost. The estimated effect of a 0.5% decrease in each rate of expected compensation increase would be a $6.2 million decrease in the PBO ($1.7 million for the domestic plans and $4.5 million for the foreign plans) and a $1.0 million decrease to the net periodic benefit cost. The estimated effect of a 0.5% increase in each rate of expected compensation increase would be a $6.7 million increase in the PBO ($1.8 million for the domestic plans and $4.9 million for the foreign plans) and a $1.1 million increase to the net periodic benefit cost.

        Our primary pension related assumptions as of December 31, 2014 and 2013 were as follows:

Actuarial Assumptions as of December 31,	2014		2013		2012
Discount rate:
Domestic plans		3.83%		4.75%		3.80%
Foreign plans		1.90%		3.24%		3.19%
Expected long-term rate of return on plan assets:
Domestic plans		7.00%		7.00%		7.00%
Foreign plans		3.54%		3.79%		3.78%
Rate of compensation increase:
Domestic plans		4.00%		4.00%		4.00%
Foreign plans		3.00%		3.00%		3.00%

        In order to determine the 2015 net periodic benefit cost, the Company expects to use the December 31, 2014 discount rates, December 31, 2014 rates of compensation increase assumptions and expected long-term returns on domestic and foreign plan assets assumptions used for the 2014 net periodic benefit cost. The estimated impact of the changes to the assumptions as noted in the table above on our 2015 net periodic benefit cost is expected to be an increase of approximately $5.8 million.

SHARE-BASED COMPENSATION

 The Company uses the Black-Scholes option-valuation model to value stock options, which requires the input of subjective assumptions. These assumptions include the length of time employees will retain their vested stock options before exercising them ("expected term"), the estimated volatility of the Company's stock price, risk-free interest rate, the expected dividend yield and stock price. The expected term of the options is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. The expected term determines the period for which the risk-free interest rate and volatility must be applied. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected term. Expected stock price volatility is based on historical volatility of the Company's stock price. Dividend yield is management's long-term estimate of annual dividends to be paid as a percentage of share price.

        For 2014, expense related to share-based compensation was $18.0 million. Future changes in the subjective assumptions used in the Black-Scholes option-valuation model or estimates associated with forfeitures could impact our share-based compensation expense. For example, a one year reduction in the expected term of the options would decrease the Black-Scholes valuation and reduce share-based compensation by approximately $0.7 million. In comparison, a one year increase in the expected term of the option would increase the Black-Scholes valuation and increase share-based compensation by approximately $0.6 million. In addition, changes in the share price at the date of the grant would impact our share-based compensation expense. For example, a $5 decrease in the stock price would decrease the Black-Scholes valuation and reduce share-based compensation by approximately $0.8 million. In comparison, a $5 increase in the share price would increase the Black-Scholes valuation and increase share-based compensation by approximately $0.8 million.

OPERATIONS OUTLOOK

 We currently anticipate that certain foreign currency exchange rates, especially with the Euro, will continue to be a significant headwind on our translated results. Also, the soft demand in select markets that we saw in the fourth quarter could continue into the first quarter and make for difficult comparisons to our strong performance a year ago.

        AptarGroup expects earnings per share for the first quarter to be in the range of $0.60 to $0.65 per share compared to $0.71 per share reported in the prior year. Assuming a comparable foreign currency exchange rate environment, we estimate that comparable earnings per share for the prior year would have been approximately $0.60 per share.

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2014 Form 10-K

FORWARD-LOOKING STATEMENTS

 Certain statements in Management's Discussion and Analysis and other sections of this Form 10-K are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Liquidity and Capital Resources, Off-Balance Sheet Arrangements, and Operations Outlook sections of this Form 10-K. 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 conditions worldwide, including potential deflationary conditions in regions we rely on for growth;

·

political conditions worldwide, including current conflicts in Eastern Europe;

·

changes in customer and/or consumer spending levels;

·

financial conditions of customers and suppliers;

·

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

·

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

·

our ability to contain costs and improve productivity;

·

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

·

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

·

significant fluctuations in foreign currency exchange rates;

·

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 policies and other regulations, 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 this Form 10-K for additional risk factors affecting the Company.

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2014 Form 10-K

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS

 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 condition and results of operations of our entities. Our primary foreign exchange exposure is to the Euro, but we also have foreign exchange exposure to the Brazilian Real, British Pound and Swiss Franc, among others. Recently we have experienced volatility in certain currencies, including the Argentine Peso, Brazilian Real, Indian Rupee and the Russian Ruble. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial condition and results of operations. Conversely, a weakening U.S. dollar has an additive effect.

        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 December 31, 2014, about our forward currency exchange contracts. The majority of the contracts expire before the end of the first quarter of 2015.

In thousands
Year Ended December 31, 2014 Buy/Sell	Contract Amount		Average Contractual Exchange Rate	Min/Max Notional Volumes
Swiss Franc/Euro	$	67,876	0.8307	51,404-67,876
Euro/Brazilian Real		17,664	3.3226	17,664-24,449
Euro/U.S. Dollar		16,490	1.2364	8,135-23,570
British Pound/Euro		9,182	1.2602	7,850-10,014
Czech Koruna/Euro		8,787	0.0363	5,165-8,787
Euro/Mexican Peso		8,693	18.8756	4,398-10,448
Euro/Colombian Peso		6,574	2,959.3783	0-6,574
Euro/Indian Rupee		5,265	86.2674	3,012-5,495
U.S. Dollar/Brazilian Real		4,053	2.6518	760-4,053
U.S. Dollar/Euro		2,111	0.8121	200-3,891
Euro/Indonesian Rupiah		2,077	16,598.8238	0-2,077
Euro/Thai Baht		1,891	44.9300	280-1,974
U.S. Dollar/Chinese Yuan		1,870	6.2413	1,870-10,840
Other		2,518
Total	$	155,051

        As of December 31, 2014, the Company has recorded the fair value of foreign currency forward exchange contracts of $1.0 million in prepayments and other, $700 thousand in miscellaneous other assets, $2.4 million in accounts payable and accrued liabilities and $0.1 million in deferred and other non-current liabilities in the Consolidated Balance Sheets.

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2014 Form 10-K

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF INCOME

In thousands, except per share amounts
Years Ended December 31,	2014			2013			2012
Net Sales	$	2,597,809		$	2,520,013		$	2,331,036
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		1,755,266			1,708,936			1,590,365
Selling, research & development and administrative		383,909			364,747			341,634
Depreciation and amortization		152,218			149,956			137,022
Restructuring initiatives		—			11,800			3,102
		2,291,393			2,235,439			2,072,123
Operating Income		306,416			284,574			258,913
Other (Expense) Income:
Interest expense		(21,029	)		(20,514	)		(18,950	)
Interest income		4,797			3,233			2,996
Equity in results of affiliates		(1,917	)		(883	)		(457	)
Miscellaneous, net		(1,966	)		(2,027	)		(1,129	)
		(20,115	)		(20,191	)		(17,540	)
Income before Income Taxes		286,301			264,383			241,373
Provision for Income Taxes		94,677			92,457			78,953
Net Income	$	191,624		$	171,926		$	162,420
Net Loss Attributable to Noncontrolling Interests		34			68			192
Net Income Attributable to AptarGroup, Inc.	$	191,658		$	171,994		$	162,612
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	$	2.95		$	2.60		$	2.45
Diluted	$	2.85		$	2.52		$	2.38

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands
Years Ended December 31,	2014			2013		2012
Net Income	$	191,624		$	171,926	$	162,420
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments		(192,824	)		29,879		19,507
Changes in treasury locks, net of tax		24			45		209
Net loss on derivatives, net of tax		—			—		(7	)
Defined benefit pension plan, net of tax
Actuarial (loss) / gain, net of tax		(29,842	)		14,791		(22,316	)
Amortization of prior service cost included in net income, net of tax		206			234		239
Amortization of net loss included in net income, net of tax		2,632			4,130		2,737
Total defined benefit pension plan, net of tax		(27,004	)		19,155		(19,340	)
Total other comprehensive (loss) income		(219,804	)		49,079		369
Comprehensive (Loss) Income		(28,180	)		221,005		162,789
Comprehensive Loss Attributable to Noncontrolling Interests		42			57		188
Comprehensive (Loss) Income Attributable to AptarGroup, Inc.	$	(28,138	)	$	221,062	$	162,977

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

CONSOLIDATED BALANCE SHEETS

In thousands
December 31,	2014			2013
Assets
Current Assets:
Cash and equivalents	$	399,762		$	309,861
Accounts and notes receivable, less allowance for doubtful accounts of $4,251 in 2014 and $4,416 in 2013		406,976			438,221
Inventories		311,072			353,159
Prepayments and other		96,128			97,170
		1,213,938			1,198,411
Property, Plant and Equipment:
Buildings and improvements		353,683			377,300
Machinery and equipment		1,919,507			1,982,195
		2,273,190			2,359,495
Less: Accumulated depreciation		(1,484,546	)		(1,518,894	)
		788,644			840,601
Land		23,011			24,061
		811,655			864,662
Other Assets:
Investments in affiliates		5,760			8,243
Goodwill		329,741			358,865
Intangible assets		40,045			49,951
Miscellaneous		36,051			17,630
		411,597			434,689
Total Assets	$	2,437,190		$	2,497,762

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

CONSOLIDATED BALANCE SHEETS

In thousands, except per share amounts
December 31,	2014			2013
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable	$	233,284		$	138,445
Current maturities of long-term obligations		18,692			1,325
Accounts payable and accrued liabilities		352,762			403,051
		604,738			542,821
Long-Term Obligations		588,892			354,814
Deferred Liabilities and Other:
Deferred income taxes		25,521			42,072
Retirement and deferred compensation plans		109,517			71,883
Deferred and other non-current liabilities		4,606			5,864
Commitments and contingencies		—			—
		139,644			119,819
Stockholders' Equity:
AptarGroup, Inc. stockholders' equity
Common stock, $.01 par value, 199 million shares authorized, and 86.3 and 85.4 million shares issued at 2014 and 2013, respectively		862			853
Capital in excess of par value		507,313			493,947
Retained earnings		1,740,005			1,619,419
Accumulated other comprehensive (loss) income		(110,045	)		109,751
Less: Treasury stock at cost, 24.3 million and 20.0 million shares in 2014 and 2013, respectively		(1,034,728	)		(744,213	)
Total AptarGroup, Inc. Stockholders' Equity		1,103,407			1,479,757
Noncontrolling interests in subsidiaries		509			551
Total Stockholders' Equity		1,103,916			1,480,308
Total Liabilities and Stockholders' Equity	$	2,437,190		$	2,497,762

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands, brackets denote cash outflows
Years Ended December 31,	2014			2013			2012
Cash Flows from Operating Activities:
Net income	$	191,624		$	171,926		$	162,420
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		146,893			144,923			133,845
Amortization		5,325			5,033			3,177
Stock option based compensation		17,971			13,728			12,695
Provisions for/(recoveries of) bad debts		741			(385	)		(595	)
Deferred income taxes		(18,973	)		6,844			(9,015	)
Defined benefit plan expense		16,699			19,408			14,611
Equity in results of affiliates		1,917			883			457
Changes in balance sheet items, excluding effects from foreign currency adjustments and impact of acquisition:
Accounts and other receivables		(16,322	)		(32,806	)		16,689
Inventories		5,205			(29,918	)		(19,712	)
Prepaid and other current assets		(6,496	)		(6,394	)		10,124
Accounts payable and accrued liabilities		(24,319	)		1,144			(824	)
Income taxes payable		(10,949	)		16,712			2,969
Retirement and deferred compensation plan liabilities		(370	)		(19,441	)		(2,073	)
Other changes, net		5,605			(6,221	)		(10,876	)
Net cash provided by operations		314,551			285,436			313,892
Cash Flows from Investing Activities:
Capital expenditures		(161,940	)		(151,510	)		(174,053	)
Disposition of property and equipment		5,106			436			2,629
Intangible assets		(9	)		(725	)		—
Acquisition of business, net of cash acquired		—			—			(187,840	)
Investment in unconsolidated affiliate		—			(5,256	)		(279	)
Notes receivable, net		(2,357	)		(65	)		84
Net cash used by investing activities		(159,200	)		(157,120	)		(359,459	)
Cash Flows from Financing Activities:
Proceeds from notes payable		95,816			94,184			—
Repayments of notes payable		—			—			(134,034	)
Proceeds from long-term obligations		253,520			2,994			125,000
Repayments of long-term obligations		(778	)		(28,320	)		(3,042	)
Dividends paid		(71,072	)		(66,133	)		(58,442	)
Credit facility costs		(720	)		(498	)		(1,518	)
Proceeds from stock option exercises		37,793			43,348			44,637
Purchase of treasury stock		(340,517	)		(118,813	)		(79,793	)
Excess tax benefit from exercise of stock options		6,998			6,104			7,809
Net cash used by financing activities		(18,960	)		(67,134	)		(99,383	)
Effect of Exchange Rate Changes on Cash		(46,490	)		18,924			(2,911	)
Net increase/(decrease) in Cash and Equivalents		89,901			80,106			(147,861	)
Cash and Equivalents at Beginning of Period		309,861			229,755			377,616
Cash and Equivalents at End of Period	$	399,762		$	309,861		$	229,755
Supplemental Cash Flow Disclosure:
Interest paid	$	20,352		$	20,679		$	17,464
Income taxes paid		94,578			47,445			64,523

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Years Ended December 31, 2014, 2013 and 2012

In thousands
	AptarGroup, Inc. Stockholders' Equity
	Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Common Stock Par Value		Treasury Stock			Capital in Excess of Par Value			Non- Controlling Interest			Total Equity
Balance – December 31, 2011:	$	1,409,388		$	60,318		$	827	$	(545,612	)	$	364,855		$	796		$	1,290,572
Net income		162,612														(192	)		162,420
Foreign currency translation adjustments					19,503											4			19,507
Changes in unrecognized pension gains/losses and related amortization, net of tax					(19,340	)													(19,340	)
Changes in treasury locks, net of tax					209														209
Net loss on derivatives, net of tax					(7	)													(7	)
Stock option exercises & restricted stock vestings								13		4			65,355						65,372
Cash dividends declared on common stock		(58,442	)																(58,442	)
Treasury stock purchased										(79,793	)								(79,793	)
Balance – December 31, 2012:	$	1,513,558		$	60,683		$	840	$	(625,401	)	$	430,210		$	608		$	1,380,498
Net income		171,994														(68	)		171,926
Foreign currency translation adjustments					29,868											11			29,879
Changes in unrecognized pension gains/losses and related amortization, net of tax					19,155														19,155
Changes in treasury locks, net of tax					45														45
Stock option exercises & restricted stock vestings								13		1			63,737						63,751
Cash dividends declared on common stock		(66,133	)																(66,133	)
Treasury stock purchased										(118,813	)								(118,813	)
Balance – December 31, 2013:	$	1,619,419		$	109,751		$	853	$	(744,213	)	$	493,947		$	551		$	1,480,308
Net income		191,658														(34	)		191,624
Foreign currency translation adjustments					(192,816	)										(8	)		(192,824	)
Changes in unrecognized pension gains/losses and related amortization, net of tax					(27,004	)													(27,004	)
Changes in treasury locks, net of tax					24														24
Stock option exercises & restricted stock vestings								9		2			63,366						63,377
Cash dividends declared on common stock		(71,072	)																(71,072	)
Treasury stock purchased										(290,517	)		(50,000	)					(340,517	)
Balance – December 31, 2014:	$	1,740,005		$	(110,045	)	$	862	$	(1,034,728	)	$	507,313		$	509		$	1,103,916

See accompanying notes to consolidated financial statements.

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2014 Form 10-K

AptarGroup, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands unless otherwise indicated)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

 We create dispensing solutions that enhance the convenience, safety and security of consumers around the globe and allow our customers to differentiate their products in the market. The Company focuses on providing value-added packaging delivery systems to a variety of global consumer product marketers in the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage industries. The Company has manufacturing facilities located throughout the world including North America, Europe, Asia and Latin America.

BASIS OF PRESENTATION

 The accompanying 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. Certain previously reported amounts have been reclassified to conform to the current period presentation.

        AptarGroup's organizational structure consists of three market-focused lines of business which are Beauty + Home, Pharma and Food + Beverage. This is a strategic structure which allows us to be more closely aligned with our customers and the markets in which they operate.

        On November 1, 2012, the Company initiated our European restructuring plan (see Note 20 Restructuring Initiatives for further details). During 2013, the Company recognized approximately $14.6 million of expense related to the plan, of which $2.7 million was accelerated depreciation. For presentation purposes, the accelerated depreciation related to this plan is reported in Depreciation and Amortization within the Consolidated Statements of Income.

ACCOUNTING ESTIMATES

 The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). This process requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

CASH MANAGEMENT

 The Company considers all investments which are readily convertible to known amounts of cash with an original maturity of three months or less when purchased to be cash equivalents.

INVENTORIES

 Inventories are stated at lower of cost or market. Costs included in inventories are raw materials, direct labor and manufacturing overhead. The costs of certain domestic and foreign inventories are determined by using the last-in, first-out ("LIFO") method, while the remaining inventories are valued using the first-in, first-out ("FIFO") method.

INVESTMENTS IN AFFILIATED COMPANIES

 The Company accounts for its investments in 20% to 50% owned affiliated companies using the equity method. There were no dividends received from affiliated companies in 2014, 2013 and 2012. The Company accounts for its investments less than 20% on the cost method.

PROPERTY AND DEPRECIATION

 Properties are stated at cost. Depreciation is determined on a straight-line basis over the estimated useful lives for financial reporting purposes and accelerated methods for income tax reporting. Generally, the estimated useful lives are 25 to 40 years for buildings and improvements, 3 to 10 years for machinery and equipment, and 3 to 7 years for software.

FINITE-LIVED INTANGIBLE ASSETS

 Finite-lived intangibles, consisting of patents, non-compete agreements and license agreements acquired in purchase transactions, are capitalized and amortized over their useful lives which range from 3 to 20 years.

GOODWILL

 Management believes the excess purchase price over the fair value of the net assets acquired ("Goodwill") in purchase transactions has continuing value. Goodwill is not amortized and must be tested annually, or more frequently as circumstances dictate, for impairment. The annual goodwill impairment test may first consider qualitative factors to determine whether it is more likely than not (i.e. greater than 50 percent chance) that the fair value of a reporting unit is less than its book value. This is sometimes referred to as the "step zero" approach and is an optional step in the annual goodwill impairment analysis. Management has performed this qualitative assessment as of December 31, 2014 for all four of our reporting units.

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Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to all four of our reporting units was greater than its carrying amount. Therefore, no impairment of goodwill has been recorded.

IMPAIRMENT OF LONG-LIVED ASSETS

 Long-lived assets, such as property, plant and equipment and finite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. During 2013, we recognized a $1.5 million adjustment for accelerated depreciation on certain corporate assets to reduce the carrying amount to the fair value.

DERIVATIVES INSTRUMENTS AND HEDGING ACTIVITIES

 Derivative financial instruments are recorded in the consolidated balance sheets at fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded in each period in earnings or accumulated other comprehensive income, depending on whether a derivative is designated and effective as part of a hedge transaction.

RESEARCH & DEVELOPMENT EXPENSES

 Research and development costs, net of any customer funded research and development or government research and development credits, are expensed as incurred. These costs amounted to $76.2 million, $71.8 million and $65.4 million in 2014, 2013 and 2012, respectively.

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 timing 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 will only make a distribution to the U.S. out of current year earnings in order 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 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 5 for more information.

TRANSLATION OF FOREIGN CURRENCIES

 The functional currencies of the majority of the Company's foreign operations are the local currencies. Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at the rates of exchange on the balance sheet date. Sales and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are accumulated in a separate section of Stockholders' Equity. Realized and unrealized foreign currency transaction gains and losses are reflected in income, as a component of miscellaneous income and expense, and represented a loss of $37 thousand in 2014, a loss of $6.3 million in 2013, and a loss of $1.6 million in 2012.

STOCK BASED COMPENSATION

 Accounting standards require the application of the non-substantive vesting approach which means that an award is fully vested when the employee's retention of the award is no longer contingent on providing subsequent service. Under this approach, compensation costs are recognized over the requisite service period of the award instead of ratably over the vesting period stated in the grant. As such, costs are recognized immediately if the employee is retirement eligible on the date of grant or over the period from the date of grant until retirement eligibility if retirement eligibility is reached before the end of the vesting period stated in the grant. See Note 15 for more information.

REVENUE RECOGNITION

 Product Sales.    The Company's policy is to recognize revenue from product sales when price is fixed and determinable, when the title and risk of loss has transferred to the customer, when the Company has no remaining obligations regarding the transaction and when collection is reasonably assured. The majority of the Company's products shipped from the U.S. transfers title and risk of loss when the goods leave the Company's shipping location. The majority of the Company's

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products shipped from non-U.S. operations transfer title and risk of loss when the goods reach their destination. Tooling revenue is also recognized when the title and risk of loss transfers to the customer.

 Services and Other.    The Company occasionally invoices customers for certain services. The Company also receives revenue from other sources such as license or royalty agreements. Revenue is recognized when services are rendered or rights to use assets can be reliably measured and when collection is reasonably assured. Service and other revenue is not material to the Company's results of operations for any of the years presented.

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 did not have a material 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 9 of the 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 10 of the Notes to the 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 Consolidated Financial Statements.

NOTE 2 INVENTORIES

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

	2014		2013
Raw materials	$	108,618	$	114,359
Work in process		94,414		108,924
Finished goods		115,809		137,591
Total		318,841		360,874
Less LIFO reserve		(7,769)		(7,715)
Total	$	311,072	$	353,159

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NOTE 3 GOODWILL AND OTHER INTANGIBLE ASSETS

 The changes in the carrying amount of goodwill for the year ended December 31, 2014 are as follows by reporting segment:

	Beauty + Home			Pharma			Food + Beverage			Corporate & Other			Total
Goodwill	$	179,890		$	153,978		$	17,684		$	1,615		$	353,167
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2012	$	179,890		$	153,978		$	17,684		$	—		$	351,552
Foreign currency exchange effects		1,112			5,971			230			—			7,313
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
Foreign currency exchange effects		(9,853	)		(18,357	)		(914	)		—			(29,124	)
Goodwill	$	171,149		$	141,592		$	17,000		$	1,615		$	331,356
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2014	$	171,149		$	141,592		$	17,000		$	—		$	329,741

        The Company has also completed the annual impairment analysis of its reporting units as of December 31, 2014 using a qualitative analysis of goodwill commonly referred to as the "step zero" approach. Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to all four of our reporting units was greater than its carrying amount. Therefore, no impairment of goodwill has been recorded.

        The table below shows a summary of intangible assets for the years ended December 31, 2014 and 2013.

		2014							2013
Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Value		Gross Carrying Amount		Accumulated Amortization			Net Value
Amortization intangible assets:
Patents	7	$	17,001	$	(16,852	)	$	149	$	20,165	$	(19,732	)	$	433
Acquired Technology	15		35,701		(5,950	)		29,751		40,546		(4,055	)		36,491
License agreements and other	5		32,804		(22,659	)		10,145		35,259		(22,232	)		13,027
Total intangible assets	10	$	85,506	$	(45,461	)	$	40,045	$	95,970	$	(46,019	)	$	49,951

        Aggregate amortization expense for the intangible assets above for the years ended December 31, 2014, 2013 and 2012 was $5,325, $5,033 and $3,177, respectively.

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

2015	$	4,467
2016		3,887
2017		3,431
2018		3,432
2019 and thereafter		24,828

        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 December 31, 2014.

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NOTE 4 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 At December 31, 2014 and 2013, accounts payable and accrued liabilities consisted of the following:

	2014		2013
Accounts payable, principally trade	$	116,374	$	150,122
Accrued employee compensation costs		125,227		126,845
Customer deposits and other unearned income		42,641		37,084
Other accrued liabilities		68,520		89,000
Total	$	352,762	$	403,051

NOTE 5 INCOME TAXES

 Income before income taxes consists of:

Years Ended December 31,	2014		2013		2012
United States	$	31,681	$	28,968	$	58,250
International		254,620		235,415		183,123
Total	$	286,301	$	264,383	$	241,373

        The provision (benefit) for income taxes is comprised of:

Years Ended December 31,	2014			2013			2012
Current:
U.S. Federal	$	14,023		$	7,174		$	17,027
State/Local		42			(631	)		491
International		99,585			79,070			70,450
	$	113,650		$	85,613		$	87,968
Deferred:
U.S. Federal/State	$	(10,130	)	$	9,575		$	8,757
International		(8,843	)		(2,731	)		(17,772	)
	$	(18,973	)	$	6,844		$	(9,015	)
Total	$	94,677		$	92,457		$	78,953

        The difference between the actual income tax provision and the tax provision computed by applying the statutory federal income tax rate of 35.0% in 2014, 2013 and 2012 to income before income taxes is as follows:

Years Ended December 31,	2014			2013			2012
Income tax at statutory rate	$	100,205		$	92,534		$	84,481
State income taxes (benefits), net of federal benefit (tax)		770			(610	)		717
Provision for distribution of current foreign earnings		695			11,388			9,552
Rate differential on earnings of foreign operations		(5,478	)		(10,167	)		(14,865	)
Other items, net		(1,515	)		(688	)		(932	)
Actual income tax provision	$	94,677		$	92,457		$	78,953
Effective income tax rate		33.1	%		35.0	%		32.7	%

        In 2014, we did not repatriate foreign earnings to the U.S. Therefore, the 2014 tax provision is lower than the prior year as 2013 included $10.1 million of net additional tax expense due to repatriations.

        The tax provision for 2013 reflects an increase of $6.7 million due to tax law changes in France. These changes were enacted on December 31, 2013 but retroactive to January 1, 2013. An additional $2.3 million of tax was incurred as a result of

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new French distribution taxes effective for distributions after August 17, 2012. The increases were partially offset by a benefit of $3.6 million from the expected use of net operating losses in Brazil and a benefit of $1.4 million from a tax law change in Italy.

        The tax provision for 2012 reflects the benefit of $0.7 million in Brazil related to claims filed under a program to encourage equity funding of Brazilian entities and deferred tax benefits of $1.8 million, due in part to the merger of some of the company's Indian operations. These benefits were partially offset by $0.7 million of additional expense created by tax law changes enacted in 2012 in France.

        Significant deferred tax assets and liabilities as of December 31, 2014 and 2013 are comprised of the following temporary differences:

	2014			2013
Deferred Tax Assets:
Pension liabilities	$	35,582		$	21,106
Stock options		15,672			10,785
Foreign tax credit carryforward		10,348			—
Net operating loss carryforwards		7,896			6,675
U.S. state tax credits		7,641			6,192
Vacation		5,892			6,109
Workers compensation		4,526			4,180
Other		9,584			15,709
Total gross deferred tax assets		97,141			70,756
Less valuation allowance		(7,734	)		(4,840	)
Net deferred tax assets		89,407			65,916
Deferred Tax Liabilities:
Depreciation, amortization and leases		53,121			61,316
Acquisition related intangibles		18,058			20,100
Total gross deferred tax liabilities		71,179			81,416
Net deferred tax assets / (liabilities)	$	18,228		$	(15,500	)

        The foreign tax credit carryforward will expire in the years 2023 and 2024. There is no expiration date on $6.2 million of the tax-effected net operating loss carry forwards and $1.7 million (tax effected) will expire in the years 2015 to 2034. The U.S. state tax credit carryforwards of $7.6 million (tax effected) will expire in the years 2015 to 2029. The total amount of both net operating losses and state tax credit carryforwards that will expire in 2015 is $0.1 million. This amount is not expected to be used.

        The Company evaluates the deferred tax assets and records a valuation allowance when it is believed it is more likely than not that the benefit will not be realized. The Company has established a valuation allowance of $2.2 million of the $7.9 million of tax effected net operating loss carry forwards. These losses are generally in start-up jurisdictions or locations that have not produced an operating profit to date. A valuation allowance of $5.4 million has been established against the $7.6 million of U.S. state tax credit carry forwards. A valuation allowance of $0.1 million has been established related to other future tax deductions in non-U.S. jurisdictions, the benefit of which management believes will not be realized.

        The Company repatriated a portion of foreign subsidiary earnings in 2013 and 2012 in the amount of $79 million each year. All of these amounts were received from our European operations except for $1.3 million from Canada in 2012. All repatriations from Europe were from current year earnings and not from funds previously considered permanently reinvested. The $1.3 million of Canadian funds were distributed as the result of the completion of our 2009 restructuring activities within Canada. The tax effects related to these repatriations were recorded in the period the repatriation decision was made. The Company made no distributions of foreign earnings to the U.S. in 2014.

        As of December 31, 2014, the Company had $1.3 billion of undistributed earnings from non-U.S. subsidiaries which have been designated as permanently reinvested. The Company has not made a provision for U.S. or additional foreign taxes on this amount. However, we estimate the amount of additional tax that might be payable on these earnings to be in the range of $100 million to $125 million. These earnings will continue to be reinvested indefinitely and could become subject to the additional tax if they were remitted as dividends or lent to a U.S. affiliate, or if the Company should sell its stock in the subsidiaries.

        The Company has not provided for taxes on certain tax-deferred income of a foreign operation. The income arose predominately from government grants. Taxes of approximately $2.2 million would become payable in the event the terms of the grant are not fulfilled.

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INCOME TAX UNCERTAINTIES

 The Company provides a liability for the amount of tax benefits realized from uncertain tax positions. A reconciliation of the beginning and ending amount of income tax uncertainties is as follows:

	2014			2013			2012
Balance at January 1	$	7,988		$	8,464		$	9,071
Increases based on tax positions for the current year		113			110			245
Increases based on tax positions of prior years		228			381			107
Decreases based on tax positions of prior years		(1,073	)		(92	)		(257	)
Settlements		(407	)		(515	)		(21	)
Lapse of statute of limitations		(441	)		(360	)		(681	)
Balance at December 31	$	6,408		$	7,988		$	8,464

        The amount of income tax uncertainties that, if recognized, would impact the effective tax rate is $6.3 million. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease 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.

        The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income taxes. As of December 31, 2014, 2013 and 2012, the Company had approximately $0.7 million, $0.9 million and $1.3 million, respectively, accrued for the payment of interest and penalties, of which approximately ($0.2) million, ($0.4) million and ($0.1) million was recognized in income tax expense in the years ended December 31, 2014, 2013 and 2012, respectively.

        The Company or its subsidiaries file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. The major tax jurisdictions the Company files in, with the years still subject to income tax examinations, are listed below:

Major Tax Jurisdiction	Tax Years Subject to Examination
United States — Federal	2011 – 2014
United States — State	2009 – 2014
France	2012 – 2014
Germany	2011 – 2014
Italy	2010 – 2014
China	2012 – 2014

NOTE 6 DEBT

 Average borrowings under short-term notes payable were $198.3 million and $61.4 million for 2014 and 2013, respectively. The average annual interest rate on short-term notes payable, which is included in the notes payable caption under current liabilities of the balance sheet was approximately 1.5% for 2014 and 3.1% for 2013. There are no compensating balance requirements associated with short-term borrowings.

        On January 31, 2012, we entered into a revolving credit facility that provides for unsecured financing of up to $300 million. Each borrowing under this credit facility will bear interest at rates based on LIBOR, prime rates or other similar rates, in each case plus an applicable margin. A facility fee on the total amount of the facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the new credit facility and the facility fee percentage may change from time to time depending on changes in AptarGroup's consolidated leverage ratio. 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. On December 16, 2014, we amended the credit facility to, among other things, change our financial covenants to leverage and interest coverage ratios, and extend the maturity date of the revolving credit facility to December 16, 2019. The outstanding balance under the credit facility was $230 million and $110 million at December 31, 2014 and 2013, respectively, and is reported as notes payable in the current liabilities section of the Consolidated Balance Sheets. We incurred approximately $2.7 million and $1.0 million in interest and fees related to this credit facility during 2014 and 2013, respectively. The revolving credit and the senior unsecured debt agreements contain covenants, with which the Company is in compliance, that include certain financial tests.

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        At December 31, the Company's long-term obligations consisted of the following:

	2014			2013
Notes payable 0.61% – 31.25%, due in monthly and annual installments through 2027	$	5,160		$	3,230
Senior unsecured notes 2.3%, due in 2015		16,000			16,000
Senior unsecured notes 6.0%, due in 2016		50,000			50,000
Senior unsecured notes 6.0%, due in 2018		75,000			75,000
Senior unsecured notes 3.8%, due in 2020		84,000			84,000
Senior unsecured notes 3.2%, due in 2022		75,000			75,000
Senior unsecured notes 3.5%, due in 2023		125,000			—
Senior unsecured notes 3.4%, due in 2024		50,000			50,000
Senior unsecured notes 3.6%, due in 2025		125,000			—
Capital lease obligations		2,424			2,909
		607,584			356,139
Current maturities of long-term obligations		(18,692	)		(1,325	)
Total long-term obligations	$	588,892		$	354,814

        Aggregate long-term maturities, excluding capital lease obligations, which is discussed in Note 7, due annually for the five years beginning in 2015 are $18,057, $51,217, $0, $75,000, $0 and $460,886 thereafter.

NOTE 7 LEASE COMMITMENTS

 The Company leases certain warehouse, plant, and office facilities as well as certain equipment under noncancelable operating and capital leases expiring at various dates through the year 2027. Most of the operating leases contain renewal options and certain leases include options to purchase during or at the end of the lease term.

        Amortization expense related to capital leases is included in depreciation expense. Rent expense under operating leases (including taxes, insurance and maintenance when included in the rent) amounted to $30,813, $30,720 and $26,911 in 2014, 2013 and 2012, respectively.

        Assets recorded under capital leases consist of:

	2014			2013
Buildings	$	2,434		$	15,162
Machinery and equipment		1,076			—
	$	3,510		$	15,162
Accumulated depreciation		(758	)		(11,705	)
	$	2,752		$	3,457

        Future minimum payments, by year and in the aggregate, under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at December 31, 2014:

	Capital Leases			Operating Leases
2015	$	695		$	19,292
2016		733			14,465
2017		674			11,843
2018		512			9,248
2019		—			8,668
Subsequent to 2019		—			21,357
Total minimum lease payments		2,614		$	84,873
Amounts representing interest		(190	)
Present value of future minimum lease payments		2,424
Lease amount due in one year		(635	)
Total	$	1,789

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2014 Form 10-K

NOTE 8 RETIREMENT AND DEFERRED COMPENSATION PLANS

 The Company has various noncontributory retirement plans covering certain of its domestic and foreign employees. Benefits under the Company's retirement plans are based on participants' years of service and annual compensation as defined by each plan. Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by the Employee Retirement Income Security Act of 1974, as amended (ERISA). Certain pension commitments under its foreign plans are also funded according to local requirements or at the Company's discretion.

        The following table presents the changes in the benefit obligations and plan assets for the most recent two years for the Company's domestic and foreign plans.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	129,448		$	136,321		$	84,660		$	80,610
Service cost		8,042			8,539			4,186			3,901
Interest cost		5,928			4,992			2,711			2,676
Business acquired		—			—			—			—
Curtailment/Settlement		—			—			—			(1,342	)
Actuarial (gain) loss		33,058			(14,260	)		14,765			(1,752	)
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(12,051	)		3,519
Benefit obligation at end of year	$	171,501		$	129,448		$	91,160		$	84,660

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in plan assets:
Fair value of plan assets at beginning of year	$	100,567		$	84,587		$	54,075		$	47,876
Actual return on plan assets		5,431			12,063			2,875			1,742
Employer contribution		10,071			10,061			8,016			5,419
Business acquired		—			—			—			—
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(6,461	)		1,990
Fair value of plan assets at end of year	$	111,094		$	100,567		$	55,394		$	54,075
Funded status at end of year	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

        The following table presents the funded status amounts recognized in the Company's Consolidated Balance Sheets as of December 31, 2014 and 2013.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Current liabilities	$	(471	)	$	(809	)	$	—		$	—
Non-current liabilities		(59,936	)		(28,072	)		(35,766	)		(30,585	)
	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

        The following table presents the amounts not recognized as components of periodic benefit cost that are recognized in accumulated other comprehensive loss as of December 31, 2014 and 2013.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Net actuarial loss	$	64,272		$	32,930		$	36,219		$	24,844
Net prior service cost		—			—			3,471			3,784
Tax effects		(24,102	)		(12,349	)		(12,762	)		(9,116	)
	$	40,170		$	20,581		$	26,928		$	19,512

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2014 Form 10-K

        Changes in benefit obligations and plan assets recognized in other comprehensive income in 2014 are as follows:

	Domestic Plans			Foreign Plans
Current year actuarial loss	$	(34,211	)	$	(12,589	)
Amortization of net loss		2,869			1,214
Amortization of prior service cost		—			313
	$	(31,342	)	$	(11,062	)

        The following table presents the amounts in accumulated other comprehensive loss as of December 31, 2014 expected to be recognized as components of periodic benefit cost in 2015.

	Domestic Plans		Foreign Plans
Amortization of net loss	$	5,536	$	1,826
Amortization of prior service cost		—		279
	$	5,536	$	2,105

Components of net periodic benefit cost:

	Domestic Plans
	2014			2013			2012
Service cost	$	8,042		$	8,539		$	7,217
Interest cost		5,928			4,992			4,913
Expected return on plan assets		(6,585	)		(5,775	)		(5,604	)
Amortization of net loss		2,869			5,103			3,854
Amortization of prior service cost		—			3			4
Net periodic benefit cost	$	10,254		$	12,862		$	10,384
Curtailment		—			—			—
Total Net periodic benefit cost	$	10,254		$	12,862		$	10,384

	Foreign Plans
	2014			2013			2012
Service cost	$	4,186		$	3,901		$	2,244
Interest cost		2,711			2,676			2,658
Expected return on plan assets		(1,979	)		(1,821	)		(1,538	)
Amortization of net loss		1,214			1,416			475
Amortization of prior service cost		313			373			361
Net periodic benefit cost	$	6,445		$	6,545		$	4,200
Curtailment		—			1			—
Total Net periodic benefit cost	$	6,445		$	6,546		$	4,200

        The accumulated benefit obligation ("ABO") for the Company's domestic defined benefit pension plans was $153.8 million and $114.6 million at December 31, 2014 and 2013, respectively. The accumulated benefit obligation for the Company's foreign defined benefit pension plans was $70.7 million and $67.0 million at December 31, 2014 and 2013, respectively.

        The following table provides the projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets as of December 31, 2014 and 2013.

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	77,475
Accumulated benefit obligation		153,778		114,592		67,317		60,707
Fair value of plan assets		111,094		100,567		51,993		47,753

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2014 Form 10-K

        The following table provides the PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets as of December 31, 2014 and 2013.

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	81,158
Accumulated benefit obligation		153,778		114,592		67,317		63,527
Fair value of plan assets		111,094		100,567		51,993		50,573

Assumptions:

	Domestic Plans						Foreign Plans
	2014		2013		2012		2014		2013		2012
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		3.83%		4.75%		3.80%		1.90%		3.24%		3.19%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate		4.75%		3.80%		4.40%		3.24%		3.19%		5.10%
Expected long-term return on plan assets		7.00%		7.00%		7.00%		3.79%		3.79%		3.83%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%

        The Company develops the expected long-term rate of return assumptions based on historical experience and by evaluating input from the plans' asset managers, including the managers' review of asset class return expectations and benchmarks, economic indicators and long-term inflation assumptions.

        In order to determine the 2015 net periodic benefit cost, the Company expects to use the December 31, 2014 discount rates, December 31, 2014 rates of compensation increase assumptions and the same assumed long-term returns on domestic and foreign plan assets used for the 2014 net periodic benefit cost.

        The Company's domestic and foreign pension plan weighted-average asset allocations at December 31, 2014 and 2013 by asset category are as follows:

Plan Assets:

	Domestic Plans Assets at December 31,				Foreign Plans Assets at December 31,
	2014		2013		2014		2013
Equity securities		47%		49%		5%		5%
Fixed income securities		27%		24%		1%		4%
Corporate debt securities		—		—		12%		12%
Infrastructure		8%		8%		—		—
Hedge funds		15%		10%		—		—
Money market		3%		9%		2%		1%
Investment Funds		—		—		80%		78%
Total		100%		100%		100%		100%

        The Company's investment strategy for its domestic and foreign pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk. The investment policy strives to have assets sufficiently diversified so that adverse or unexpected results from one security type will not have an unduly detrimental impact on the entire portfolio and accordingly, establishes a target allocation for each asset category within the portfolio. The domestic plan asset allocation is reviewed on a quarterly basis and the foreign plan asset allocation is reviewed annually. Rebalancing occurs as needed to comply with the investment strategy. The domestic plan target allocation for 2015 is 60% equity securities and 40% fixed income securities and infrastructure. The foreign plan target allocation for 2015 is 99% investment funds and 1% money market.

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2014 Form 10-K

        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.

	Domestic Fair Value Measurement at December 31, 2014								Foreign Fair Value Measurement at December 31, 2014
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	3,190	$	3,190	$	—	$	—	$	1,289	$	1,289	$	—	$	—
USD		—		3,190		—		—		—		—		—		—
EUR		—		—		—		—		—		1,289		—		—
Equity Securities (a)	$	52,840	$	52,840		—		—	$	2,625	$	2,625		—		—
US Large Cap Equities		—		29,381		—		—		—		—		—		—
US Small Cap Equities		—		8,493		—		—		—		—		—		—
International Equities		—		14,966		—		—		—		2,625		—		—
Fixed Income (a)	$	29,762	$	19,713		10,049		—	$	574	$	574		—		—
Corporate debts securities		—		—		—		—	$	6,758	$	6,758		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,758		—		—
Hedge Fund (b &c)	$	16,371		—		16,099	$	272		—		—		—		—
Investment Funds		—		—		—		—	$	44,148	$	14,643	$	29,505		—
Mutual Funds in Equities (a)		—		—		—		—		—		2,687		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		11,386		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		570		29,505		—
Infrastructure (c)	$	8,931		—		—	$	8,931		—		—		—		—
Total Investments	$	111,094	$	75,743	$	26,148	$	9,203	$	55,394	$	25,889	$	29,505	$	—

	Domestic Fair Value Measurement at December 31, 2013								Foreign Fair Value Measurement at December 31, 2013
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	9,070	$	9,070	$	—	$	—	$	757	$	757	$	—	$	—
USD		—		9,070		—		—		—		—		—		—
EUR		—		—		—		—		—		757		—		—
Equity Securities (a)	$	49,261	$	49,261		—		—	$	2,547	$	2,547		—		—
US Large Cap Equities		—		20,159		—		—		—		—		—		—
US Small Cap Equities		—		14,521		—		—		—		—		—		—
International Equities		—		14,581		—		—		—		2,547		—		—
Core Fixed Income (a)	$	23,918	$	23,918		—		—		1,950		1,950		—		—
Corporate debts securities		—		—		—		—	$	6,560	$	6,560		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,560		—		—
Hedge Fund (c)	$	9,731		—		—	$	9,731		—		—		—		—
Investment Funds		—		—		—		—	$	42,261	$	15,501	$	26,760		—
Mutual Funds in Equities (a)		—		—		—		—		—		3,628		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		10,040		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		1,833		26,760		—
Infrastructure (c)	$	8,587		—		—	$	8,587		—		—		—		—
Total Investments	$	100,567	$	82,249	$	—	$	18,318	$	54,075	$	27,315	$	26,760	$	—

(a)

Based on third party quotation from financial institution.

(b)

Based on observable market transactions.

(c)

Based on a quarterly statement prepared by the fund manager that reflects contributions, distributions and realized/unrealized gains and losses.

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2014 Form 10-K

        The following table sets forth a summary of changes in fair value of the pension plan investments classified as Level 3 for the year ended December 31, 2014.

	Infrastructure Fund			Hedge Fund
Balance, 12/31/12	$	8,015		$	8,575
Return on assets held		725			1,156
Admin fees and other		(153	)		—
Balance, 12/31/13	$	8,587		$	9,731
Purchases, sales and settlements, net		—			(9,387	)
Return on assets held		476			(72	)
Admin fees and other		(132	)		—
Balance, 12/31/14	$	8,931		$	272

CONTRIBUTIONS

 Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by ERISA. The Company contributed $10.1 million to its domestic defined benefit plans in 2014 and although the Company has no minimum funding requirement, we plan to contribute approximately $10.0 million in 2015. Contributions to fund pension costs accrued under the Company's foreign plans are made in accordance with local laws or at the Company's discretion. The Company contributed approximately $8.0 million to its foreign defined benefit plan in 2014 and expects to contribute approximately $13.7 million in 2015.

ESTIMATED FUTURE BENEFIT PAYMENTS

 As of December 31, 2014, the Company expects the plans to make the following estimated benefit payments relating to its defined benefit plans over the next ten years:

	Domestic Plans		Foreign Plans
2015	$	6,777	$	1,951
2016		8,275		1,877
2017		8,925		2,470
2018		9,436		2,921
2019		9,617		4,569
2020 – 2024		62,132		22,853

OTHER PLANS

 The Company has a non-qualified supplemental pension plan for domestic employees which provides for pension amounts that would have been payable from the Company's principal domestic pension plan if it were not for limitations imposed by income tax regulations. The liability for this plan, which is not funded, was $8.5 million and $6.5 million at December 31, 2014 and 2013, respectively. This amount is included in the liability for domestic plans shown above.

        The Company has a defined contribution 401(k) employee savings plan available to substantially all domestic employees. Company matching contributions are made in cash up to a maximum of 3% of the participating employee's salary subject to income tax regulations. For each of the years ended December 31, 2014, 2013 and 2012, total contributions made by the Company to these plans were approximately $2.8 million, $2.6 million and $2.6 million, respectively.

        The Company has several foreign defined contribution plans, which require the Company to contribute a percentage of the participating employee's salary according to local regulations. For each of the years ended December 31, 2014, 2013 and 2012, total contributions made by the Company to these plans were approximately $2.3 million, $2.1 million and $1.8 million, respectively.

        The Company has no additional postretirement or postemployment benefit plans.

45 /ATR

2014 Form 10-K

NOTE 9 ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in Accumulated Other Comprehensive Income by Component:

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance — December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications		29,868			14,791			—			44,659
Amounts reclassified from accumulated other comprehensive income		—			4,364			45			4,409
Net current-period other comprehensive income		29,868			19,155			45			49,068
Balance — December 31, 2013	$	149,965		$	(40,093	)	$	(121	)	$	109,751
Other comprehensive income before reclassifications		(192,476	)		(29,842	)		—			(222,318	)
Amounts reclassified from accumulated other comprehensive income		(340	)		2,838			24			2,522
Net current-period other comprehensive income		(192,816	)		(27,004	)		24			(219,796	)
Balance — December 31, 2014	$	(42,851	)	$	(67,097	)	$	(97	)	$	(110,045	)

Reclassifications Out of Accumulated Other Comprehensive Income:

	Amount Reclassified from Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Years Ended December 31,							Affected Line in the Statement Where Net Income is Presented
	2014			2013
Defined Benefit Pension Plans
Amortization of net loss	$	4,083		$	6,519		(a)
Amortization of prior service cost		313			376		(a)
		4,396			6,895		Total before tax
		(1,558	)		(2,531	)	Tax benefit
	$	2,838		$	4,364		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		38			69		Interest Expense
Net loss on derivatives		—			—		Interest Income
		38			69		Total before tax
		(14	)		(24	)	Tax benefit
	$	24		$	45		Net of tax
Total reclassifications for the period	$	2,522		$	4,409

(a)

These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 8—Retirement and Deferred Compensation Plans for additional details).

NOTE 10 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,

46 /ATR

2014 Form 10-K

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 hedge these risks.

        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 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.

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2014 Form 10-K

OTHER

 As of December 31, 2014, the Company has recorded the fair value of foreign currency forward exchange contracts of $1.0 million in prepayments and other, $7 thousand in miscellaneous other assets, $2.4 million in accounts payable and accrued liabilities and $0.1 million in deferred and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding as of December 31, 2014 had an aggregate contract amount of $155 million.

Fair Value of Derivative Instruments in the Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2014		December 31, 2013
Derivative Assets
Foreign Exchange Contracts	Prepayments and other	$	1,037	$	3,003
Foreign Exchange Contracts	Miscellaneous Other Assets		7		985
		$	1,044	$	3,988
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	2,378	$	522
Foreign Exchange Contracts	Deferred and other non-current liabilities		115		110
		$	2,493	$	632

The Effect of Derivative Instruments on the Consolidated Statements of Income
for the Fiscal Years Ended December 31, 2014 and December 31, 2013

Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivative	Amount of (Loss) Gain Recognized in Income on Derivative
		2014			2013
Foreign Exchange Contracts	Other (Expense) Income Miscellaneous, net	$	(2,368	)	$	3,307
		$	(2,368	)	$	3,307

							Gross Amounts not Offset in the Statement of Financial Position
			Gross Amounts Offset in the Financial Position		Net Amounts Presented in the Statement of Financial Position
	Gross Amount						Financial Instruments		Cash Collateral Received		Net Amount
Description
December 31, 2014
Derivative Assets	$	1,044		—	$	1,044		—		—	$	1,044
Total Assets	$	1,044		—	$	1,044		—		—	$	1,044
Derivative Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
Total Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
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

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2014 Form 10-K

NOTE 11 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 December 31, 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(1)	$	1,044	$	—	$	1,044	$	—
Total assets at fair value	$	1,044	$	—	$	1,044	$	—
Liabilities
Forward exchange contracts(1)	$	2,493	$	—	$	2,493	$	—
Total liabilities at fair value	$	2,493	$	—	$	2,493	$	—

        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 (1)	$	3,988	$	—	$	3,988	$	—
Total assets at fair value	$	3,988	$	—	$	3,988	$	—
Liabilities
Forward exchange contracts (1)	$	632	$	—	$	632	$	—
Total liabilities at fair value	$	632	$	—	$	632	$	—

(1)

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 $606 million as of December 31, 2014 and $363 million as of December 31, 2013.

NOTE 12 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 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 December 31, 2014.

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2014 Form 10-K

NOTE 13 STOCK REPURCHASE PROGRAM

 On October 30, 2014, the Company announced a new share repurchase authorization of up to $350 million of common stock. This new authorization replaces previous authorizations and has no expiration date. AptarGroup may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

        On December 17, 2014, the Company entered into an agreement to repurchase approximately $250 million of its common stock under an accelerated share repurchase program (the "ASR program"). The ASR program is part of the Company's $350 million share repurchase authorization. The Company paid $250 million to Wells Fargo Bank N.A. in exchange for approximately 3.1 million shares, currently estimated to represent approximately 80% of the total number of shares expected to be purchased in the ASR program based on market prices at that time. The ultimate number of shares to be repurchased under the ASR program will be based on the volume-weighted average price of the Company's common stock during the term of the ASR program, less a discount.

        The Company repurchased approximately 4.5 million and 2.0 million shares of its outstanding common stock in 2014 and 2013, respectively, at a total cost of $340.5 million and $118.8 million in 2014 and 2013, respectively. Shares repurchased are returned to Treasury Stock.

NOTE 14 CAPITAL STOCK

 We have 199 million authorized shares of common stock. The number of shares of common stock and treasury stock and the share activity were as follows:

	Common Shares				Treasury Shares
	2014		2013		2014			2013
Balance at the beginning of the year		85,364,303		84,086,341		19,979,833			18,158,002
Employee option exercises		851,396		1,217,583		(177,280	)		(179,169	)
Director option exercises		41,844		48,333		—			—
Restricted stock vestings		9,924		12,046		—			—
Common stock repurchases		—		—		4,533,814			2,001,000
Balance at the end of the year		86,267,467		85,364,303		24,336,367			19,979,833

        The cash dividends paid on the common stock for the years ended December 31, 2014, 2013, and 2012 aggregated $71.1 million, $66.1 million and $58.4 million, respectively.

NOTE 15 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 year ended December 31, 2014 was approximately $18.0 million ($11.7 million after tax). The income tax benefit related to this compensation expense was approximately $6.3 million. Approximately $16.0 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 year ended December 31, 2013 was approximately $13.7 million ($9.2 million after tax). The income tax benefit related to this compensation expense was approximately $4.5 million. Approximately $12.1 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 year ended December 31, 2012 was approximately $12.7 million ($8.5 million after tax). The income tax benefit related to this compensation expense was approximately $4.2 million. Approximately $11.3 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 $14.82, $10.16 and $10.35 per share in 2014, 2013 and 2012,

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2014 Form 10-K

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: Years ended December 31,	2014		2013		2012
Dividend Yield		1.7%		1.8%		1.8%
Expected Stock Price Volatility		22.2%		22.7%		22.9%
Risk-free Interest Rate		2.3%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

        The fair value of stock options granted under the Director Stock Option Plan was $14.07, $10.89 and $10.59 per share in 2014, 2013 and 2012, respectively. 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: Years ended December 31,	2014		2013		2012
Dividend Yield		1.8%		1.9%		1.7%
Expected Stock Price Volatility		22.2%		23.0%		22.5%
Risk-free Interest Rate		2.2%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

        A summary of option activity under the Company's stock option plans as of December 31, 2014, and changes during the period then ended is presented below:

	Stock Awards Plans					Director Stock Option Plans
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding, January 1, 2014		7,815,932		$	41.26		313,834		$	48.85
Granted		1,379,850			67.93		95,000			66.59
Exercised		(1,028,676	)		33.23		(40,166	)		47.96
Forfeited or expired		(59,300	)		51.46		—			—
Outstanding at December 31, 2014		8,107,806		$	46.74		368,668		$	53.52
Exercisable at December 31, 2014		5,468,032		$	40.26		188,159		$	45.98
Weighted-Average Remaining Contractual Term (Years):
Outstanding at December 31, 2014		6.0								7.3
Exercisable at December 31, 2014		4.8								5.9
Aggregate Intrinsic Value:
Outstanding at December 31, 2014	$	164,487							$	4,912
Exercisable at December 31, 2014	$	145,338							$	3,924
Intrinsic Value of Options Exercised During the Years Ended:
December 31, 2014	$	33,059							$	741
December 31, 2013	$	37,822							$	732
December 31, 2012	$	42,226							$	1,674

        The fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was $14.1 million, $13.0 million and $12.1 million, respectively. Cash received from option exercises was approximately $37.8 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $10.0 million in the year ended December 31, 2014. As of December 31, 2014, the remaining valuation of stock option awards to be expensed in future periods was $13.2 million and the related weighted-average period over which it is expected to be recognized is 1.4 years.

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2014 Form 10-K

        The fair value of restricted stock grants is the market price of the underlying shares on the grant date. A summary of restricted stock unit activity as of December 31, 2014, and changes during the period then ended is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014		25,681		$	53.49
Granted		47,671			67.08
Vested		(11,602	)		52.96
Nonvested at December 31, 2014		61,750		$	64.09

        Compensation expense recorded attributable to restricted stock unit grants for the years ended December 31, 2014, 2013 and 2012 was approximately $1.8 million, $664 thousand and $501 thousand, respectively. The fair value of units vested during the years ended December 31, 2014, 2013 and 2012 was $614 thousand, $571 thousand and $316 thousand, respectively. The intrinsic value of units vested during the years ended December 31, 2014, 2013 and 2012 was $761 thousand, $661 thousand and $448 thousand, respectively. As of December 31, 2014, there was $1.9 million of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted average period of 1.5 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 stockholder return of our common stock during a three year performance period. Total expense related to this program is expected to be approximately $1.0 million over the performance period, of which $530 thousand was recognized for the year ended December 31, 2014.

NOTE 16 EARNINGS PER SHARE

 The reconciliation of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 are as follows:

	Income (Numerator)		Shares (Denominator)	Per Share Amount
For the Year Ended December 31, 2014
Basic EPS
Income available to common stockholders	$	191,658	65,009	$	2.95
Effect of Dilutive Securities
Stock options			2,248
Restricted stock		—	35
Diluted EPS
Income available to common stockholders	$	191,658	67,292	$	2.85
For the Year Ended December 31, 2013
Basic EPS
Income available to common stockholders	$	171,994	66,090	$	2.60
Effect of Dilutive Securities
Stock options			2,106
Restricted stock		—	12
Diluted EPS
Income available to common stockholders	$	171,994	68,208	$	2.52
For the Year Ended December 31, 2012
Basic EPS
Income available to common stockholders	$	162,612	66,392	$	2.45
Effect of Dilutive Securities
Stock options			1,990
Restricted stock		—	13
Diluted EPS
Income available to common stockholders	$	162,612	68,395	$	2.38

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2014 Form 10-K

NOTE 17 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 solutions primarily to the personal care, beauty and home care markets form the Beauty + Home segment. Operations that sell dispensing solutions to the prescription drug, consumer health care and injectables markets form the Pharma segment. Operations that sell dispensing solutions 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. The Company evaluates performance of its business segments 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.

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

Years Ended December 31,	2014			2013			2012
Total Sales:
Beauty + Home	$	1,522,444		$	1,501,611		$	1,468,599
Pharma		751,226			709,058			588,853
Food + Beverage		349,297			323,469			288,995
Total Sales	$	2,622,967		$	2,534,138		$	2,346,447
Less: Intersegment Sales:
Beauty + Home	$	24,147		$	13,466		$	14,659
Pharma		—			284			160
Food + Beverage		1,011			375			592
Total Intersegment Sales	$	25,158		$	14,125		$	15,411
Net Sales:
Beauty + Home	$	1,498,297		$	1,488,145		$	1,453,940
Pharma		751,226			708,774			588,693
Food + Beverage		348,286			323,094			288,403
Net Sales	$	2,597,809		$	2,520,013		$	2,331,036
Segment Income (1):
Beauty + Home	$	98,368		$	109,272		$	123,527
Pharma		204,698			189,689			141,912
Food + Beverage		37,728			35,186			30,415
Restructuring Initiatives and Related Depreciation		—			(14,525	)		(4,678	)
Corporate & Other		(38,261	)		(37,958	)		(33,849	)
Income before interest and taxes	$	302,533		$	281,664		$	257,327
Interest expense, net		(16,232	)		(17,281	)		(15,954	)
Income before income taxes	$	286,301		$	264,383		$	241,373
Depreciation and Amortization (1):
Beauty + Home	$	85,469		$	83,328		$	82,828
Pharma		41,690			39,812			33,122
Food + Beverage		20,179			18,871			15,605
Restructuring Initiatives		—			2,725			1,576
Corporate & Other		4,880			5,220			3,891
Depreciation and Amortization	$	152,218		$	149,956		$	137,022

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2014 Form 10-K

Years Ended December 31,	2014		2013		2012
Capital Expenditures:
Beauty + Home	$	76,544	$	81,247	$	97,010
Pharma		37,455		32,643		24,953
Food + Beverage		32,148		19,339		32,282
Corporate & Other		15,793		18,281		19,808
Capital Expenditures	$	161,940	$	151,510	$	174,053
Total Assets:
Beauty + Home	$	1,193,370	$	1,318,933	$	1,240,101
Pharma		619,304		676,420		659,132
Food + Beverage		263,742		253,774		233,553
Corporate & Other		360,774		248,635		191,626
Total Assets	$	2,437,190	$	2,497,762	$	2,324,412

(1)

The Company evaluates performance of its 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 twelve months ended December 31, 2014, 2013 and 2012 as follows:

Years Ended December 31,	2014		2013			2012
European Restructuring Plan
Depreciation	$	—	$	2,725		$	1,576
Employee Severance and Other Costs		—		11,844			3,314
Prior Year Initiatives		—		(44	)		(212	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	—	$	14,548		$	4,787
Pharma		—		—			—
Food + Beverage		—		(23	)		(109	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678

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2014 Form 10-K

GEOGRAPHIC INFORMATION

 The following are net sales and long-lived asset information by geographic area and product information for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Net Sales to Unaffiliated Customers (1):
United States	$	642,060	$	634,418	$	650,637
Europe:
France		850,817		810,528		650,226
Germany		363,898		339,858		311,205
Italy		141,808		136,617		144,163
Other Europe		150,469		165,038		163,695
Total Europe		1,506,992		1,452,041		1,269,289
Other Foreign Countries		448,757		433,554		411,110
Total	$	2,597,809	$	2,520,013	$	2,331,036
Plant, Property & Equipment:
United States	$	192,265	$	226,917	$	191,697
Europe:
France		228,049		263,913		251,015
Germany		136,491		156,970		137,203
Italy		48,940		57,729		65,743
Other Europe		57,946		72,297		72,404
Total Europe		471,426		550,909		526,365
Other Foreign Countries		147,964		86,836		130,171
Total	$	811,655	$	864,662	$	848,233
Product Net Sales Information:
Pumps	$	1,111,536	$	1,093,514	$	1,044,226
Closures		611,144		594,135		605,493
Valves		350,106		327,635		327,251
Injectables (2)		143,631		142,116		56,465
Other		381,392		362,613		297,601
Total	$	2,597,809	$	2,520,013	$	2,331,036

(1)

Sales are attributed to countries based upon where the sales invoice to unaffiliated customers is generated.

(2)

Injectables represent six month sales in 2012 from the date of acquisition.

No single customer represents 10% or more of the Company's net sales in 2014, 2013 or 2012.

NOTE 18 NONRECURRING EVENTS

 A fire caused damages to the roof and production area of an AptarGroup subsidiary, Graphocolor do Brasil Embalagens Ltda, on September 1, 2014. Graphocolor is located in Jundiai, Brazil. There were no reported injuries. Graphocolor is primarily an internal supplier to AptarGroup of anodized aluminum components for certain dispensing systems sold to the regional beauty and personal care markets. Repairs of the facility are progressing as planned and this event has not impacted our ability to service our customers. AptarGroup is insured for the damages caused by the fire, including business interruption insurance, and it does not expect this incident to have a material impact on its financial results. Costs, including the write-off of damaged fixed assets and inventory along with labor and other direct costs related to the fire, of $5.5 million were incurred during 2014, for which we have already received advanced insurance proceeds of $1.8 million. We have established an additional insurance receivable of $2.4 million for known losses for which insurance reimbursement is probable. In many cases, our insurance coverage exceeds the amount of these covered losses. No gain contingencies have been recognized as our ability to realize those gains remains uncertain. Therefore, we are reporting net expenses of $1.3 million related to the Graphocolor fire during 2014. These costs are included in the Beauty + Home segment.

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2014 Form 10-K

NOTE 19 ACQUISITIONS

 On July 3, 2012, the Company completed its acquisition of Rumpler—Technologies S.A., together with its direct and indirect subsidiaries ("Stelmi"). Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris. The Company acquired all of the shares of Stelmi. The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.

        Stelmi contributed net sales of $144.1 million, $143.1 million and $56.8 million and pretax income of $23.9 million, $24.7 million and $1.5 million (including $6.6 million of fair value and other acquisition adjustments) for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

        For the year ended December 31, 2012, we recognized $5.9 million in transaction costs related to the acquisition of Stelmi. These costs are reflected in the selling, research & development and administrative section of the Consolidated Statements of Income.

        The following table summarizes the assets acquired and liabilities assumed at estimated fair value.

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable		23,540
Inventories		16,826
Prepaid and other		3,256
Property, plant and equipment		42,073
Goodwill		111,031
Intangible assets		47,134
Other miscellaneous assets		6,092
Liabilities
Current maturities of long-term obligations		675
Accounts payable and accrued liabilities		26,064
Long-term obligations		885
Deferred income taxes		22,440
Retirement and deferred compensation plans		12,049
Net assets acquired	$	256,174

        The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

	Weighted-Average Useful Life (in years)	Estimated Fair Value of Asset
Customer relationships	15	$	7,438
Technology	15		37,191
Trademark	4		2,505
Total		$	47,134

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2014 Form 10-K

        Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of leveraging the Company's commercial presence in selling the Stelmi line of products in markets where Stelmi didn't previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually. We do not expect any of the goodwill will be deductible for tax purposes.

        The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory. The 2012 supplemental pro forma earnings were adjusted to exclude $4.2 million (after tax) of transaction costs, including consulting, legal, and advisory fees. The 2012 supplemental pro forma earnings were also adjusted to exclude $2.5 million (after tax) of nonrecurring expense related to the fair value adjustment to acquisition-date inventory.

        The pro forma results do not include any synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

Years Ended December 31,	2014		2013		2012
Net Sales	$	2,598	$	2,520	$	2,395
Net Income Attributable to AptarGroup Inc.		192		172		174
Net Income per common share — basic		2.95		2.60		2.62
Net Income per common share — diluted		2.85		2.52		2.54

        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 20 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 December 31, 2014 we have recorded the following activity associated with our plan:

	Beginning Reserve at 12/31/13		Net Charges for the Year Ended 12/31/14		Cash Paid			FX Impact			Ending Reserve at 12/31/14
Employee severance	$	2,521	$	—	$	(2,049	)	$	(113	)	$	359
Other costs		1,735		—		(1,695	)		(40	)		—
Totals	$	4,256	$	—	$	(3,744	)	$	(153	)	$	359

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2014 Form 10-K

NOTE 21 QUARTERLY DATA (UNAUDITED)

 Quarterly results of operations and per share information for the years ended December 31, 2014 and 2013 are as follows:

	Quarter
									Total for Year
	First		Second		Third		Fourth
Year Ended December 31, 2014:
Net sales	$	676,051	$	670,631	$	651,942	$	599,185	$	2,597,809
Gross profit (1)		186,791		182,483		171,547		154,829		695,650
Net Income		48,408		53,084		48,620		41,512		191,624
Net Income Attributable to AptarGroup, Inc.		48,389		53,076		48,595		41,598		191,658
Per Common Share — 2014:
Net Income Attributable to AptarGroup, Inc.
Basic	$	.74	$	.81	$	.75	$	.65	$	2.95
Diluted		.71		.79		.73		.63		2.85
Dividends declared		.25		.28		.28		.28		1.09
Stock price high (2)		68.78		67.84		68.00		68.67		68.78
Stock price low (2)		61.18		64.54		60.52		55.59		55.59
Average number of shares outstanding:
Basic		65,468		65,328		64,886		64,368		65,009
Diluted		68,232		67,438		66,845		66,121		67,292
Year Ended December 31, 2013:
Net sales	$	617,633	$	641,441	$	623,644	$	637,295	$	2,520,013
Gross profit (1)		164,213		172,721		163,677		165,543		666,154
Net Income		39,978		49,880		45,232		36,836		171,926
Net Income Attributable to AptarGroup, Inc.		40,029		49,802		45,264		36,899		171,994
Per Common Share — 2013:
Net Income Attributable to AptarGroup, Inc.
Basic	$	.61	$	.75	$	.68	$	.56	$	2.60
Diluted		.59		.73		.67		.54		2.52
Dividends declared		.25		.25		.25		.25		1.00
Stock price high (2)		57.47		57.76		60.75		67.86		67.86
Stock price low (2)		48.14		54.13		55.36		59.19		48.14
Average number of shares outstanding:
Basic		66,155		66,420		66,092		65,700		66,090
Diluted		68,296		68,106		67,986		67,853		68,208

(1)

Gross profit is defined as net sales less cost of sales and depreciation.

(2)

The stock price high and low amounts are based upon intra-day New York Stock Exchange composite price history.

58 /ATR

2014 Form 10-K

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of AptarGroup, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of AptarGroup, Inc. and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in "Management's Report on Internal Control over Financial Reporting", under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
February 27, 2015

59 /ATR

2014 Form 10-K

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

ITEM 9A.    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 such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 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.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of our internal control over financial reporting as of December 31, 2014 based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation under the framework in Internal Control—Integrated Framework, management has concluded that our internal control over financial reporting was effective as of December 31, 2014.

        PricewaterhouseCoopers LLP, independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting. This report appears on page 59.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 No 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 December 31, 2014 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

 On February 26, 2015, the Company completed the issuance and sale of $100,000,000 aggregate principal amount of 3.49% Series 2014-A-2 Senior Notes due February 26, 2024 and $125,000,000 aggregate principal amount 3.61% Series-A-4 Senior Notes due February 26, 2026 from a previously announced private placement.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information with respect to directors may be found under the caption "Proposal 1—Election of Directors" in the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2015 (the "2015 Proxy Statement") and is incorporated herein by reference.

        Information with respect to executive officers may be found under the caption "Executive Officers" in Part I of this report and is incorporated herein by reference.

        Information with respect to audit committee members and audit committee financial experts may be found under the caption "Corporate Governance—Audit Committee" in the 2015 Proxy Statement and is incorporated herein by reference.

        Information with respect to the Company's Code of Business Conduct and Ethics may be found under the caption "Corporate Governance—Code of Business Conduct and Ethics" in the 2015 Proxy Statement and is incorporated herein by reference. Our Code of Business Conduct and Ethics is available through the Corporate Governance link on the Investor Relations page of our website (www.aptar.com).

        The information set forth under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the 2015 Proxy Statement is incorporated herein by reference.

60 /ATR

2014 Form 10-K

ITEM 11.    EXECUTIVE COMPENSATION

 The information set forth under the headings "Board Compensation", "Executive Officer Compensation" and "Compensation Committee Report" in the 2015 Proxy Statement is incorporated herein by reference. The information included under the heading "Compensation Committee Report" in the 2015 Proxy Statement shall not be deemed to be "soliciting" material or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The information set forth under the heading "Security Ownership of Certain Beneficial Owners, Directors and Management" and "Equity Compensation Plan Information" in the 2015 Proxy Statement is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information set forth under the heading "Transactions with Related Persons" and "Corporate Governance—Independence of Directors" in the 2015 Proxy Statement is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Information with respect to the independent registered public accounting firm fees and services may be found under the caption "Proposal [4]—Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2015" in the 2015 Proxy Statement. Such information is incorporated herein by reference.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as a part of this report:

	Description
1)	All Financial Statements
	The financial statements are set forth under Item 8 of this report on Form 10-K
	Consolidated Statements of Income	27
	Consolidated Statements of Comprehensive Income	28
	Consolidated Balance Sheets	29
	Consolidated Statements of Cash Flows	31
	Consolidated Statements of Changes in Equity	32
	Notes to Consolidated Financial Statements	33
	Report of Independent Registered Public Accounting Firm	59
2)	II – Valuation and Qualifying Accounts	63
	All other schedules have been omitted because they are not applicable or not required.

(b)

Exhibits required by Item 601 of Regulation S-K are incorporated by reference to the Exhibit Index on pages 63-66 of this report.

61 /ATR

2014 Form 10-K

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
Date: February 27, 2015	By	/s/ ROBERT W. KUHN
		Robert W. Kuhn Executive Vice President, Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature	Title	Date
/s/ KING HARRIS King Harris	Chairman of the Board and Director	February 27, 2015
/s/ STEPHEN J. HAGGE Stephen J. Hagge	President and Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2015
/s/ ROBERT W. KUHN Robert W. Kuhn	Executive Vice President, Chief Financial Officer and Secretary (Principal Accounting and Financial Officer)	February 27, 2015
/s/ ALAIN CHEVASSUS Alain Chevassus	Director	February 27, 2015
/s/ LESLIE DESJARDINS Leslie Desjardins	Director	February 27, 2015
/s/ GEORGE L. FOTIADES George L. Fotiades	Director	February 27, 2015
/s/ LEO A. GUTHART Leo A. Guthart	Director	February 27, 2015
/s/ GIOVANNA KAMPOURI-MONNAS Giovanna Kampouri-Monnas	Director	February 27, 2015
/s/ ANDREAS KRAMVIS Andreas Kramvis	Director	February 27, 2015
/s/ PETER PFEIFFER Peter Pfeiffer	Director	February 27, 2015
/s/ DR. JOANNE C. SMITH Dr. Joanne C. Smith	Director	February 27, 2015
/s/ RALF WUNDERLICH Ralf Wunderlich	Director	February 27, 2015

62 /ATR

2014 Form 10-K

AptarGroup, Inc.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2014, 2013 and 2012

Dollars in thousands
	Balance at Beginning Of Period		Charged to Costs and Expenses			Deductions from Reserve (a)			Balance at End of Period
2014
Allowance for doubtful accounts	$	4,416	$	741		$	(906	)	$	4,251
Deferred tax valuation allowance		4,840		3,396			(502	)		7,734
2013
Allowance for doubtful accounts	$	6,751	$	(381	)	$	(1,954	)	$	4,416
Deferred tax valuation allowance		7,033		2,708			(4,901	)		4,840
2012
Allowance for doubtful accounts	$	8,257	$	(595	)	$	(911	)	$	6,751
Deferred tax valuation allowance		6,326		1,362			(655	)		7,033

(a)

Write-off accounts considered uncollectible, net of recoveries and foreign currency impact adjustments.

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Share Purchase Agreement, dated as of May 30, 2012, between Mr. Jean-Jacques Rumpler, Mr. Gérard Rumpler, Ms. Annette Pomerat, Ms. Evelyne Fournier Rumpler and Aptargroup Holding SAS, filed as Exhibit 2.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2012 (File No. 1-11846), is hereby incorporated by reference.
3(i)	Amended and Restated Certificate of Incorporation of AptarGroup, Inc., as amended, filed as Exhibit 4(a) to AptarGroup Inc.'s Registration Statement on Form S-8, Registration Number 333-152525, filed on July 25, 2008, is hereby incorporated by reference.
3(ii)	Amended and Restated By-Laws of the Company, filed as Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-11846), is hereby incorporated by reference.
	The Company hereby agrees to provide the Commission, upon request, copies of instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries as are specified by item 601(b)(4)(iii)(A) of Regulation S-K.
4.1	Note Purchase Agreement dated as of July 31, 2006, among AptarGroup, Inc. and the purchasers listed on Schedule A thereto, filed as Exhibit 4.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2006 (File No. 1-11846), is hereby incorporated by reference.
4.2	Form of AptarGroup, Inc. 6.04% Series 2006-A Senior Notes Due July 31, 2016, filed as Exhibit 4.3 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2006 (File No. 1-11846), is hereby incorporated by reference.
4.3	Note Purchase Agreement dated as of July 31, 2008, among AptarGroup, Inc. and the purchasers listed on Schedule A thereto, filed as Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), is hereby incorporated by reference.
4.4	Form of AptarGroup, Inc. 6.03% Series 2008-A-2 Senior Notes Due July 31, 2018, filed as Exhibit 4.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), is hereby incorporated by reference.
4.5	First Amendment to 2006 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 1, 2010 (File No. 1-11846), is hereby incorporated by reference.
4.6	First Amendment to 2008 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 1, 2010 (File No. 1-11846), is hereby incorporated by reference.
4.7	Supplemental Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the purchasers listed in Exhibit A thereto, filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 1, 2010 (File No. 1-11846), is hereby incorporated by reference.

63 /ATR

2014 Form 10-K

Exhibit Number	Description
4.8	Form of AptarGroup, Inc. 2.33% Series 2008-B-1 Senior Notes due November 30, 2015, filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed on December 1, 2010 (File No. 1-11846), is hereby incorporated by reference.
4.9	Form of AptarGroup, Inc. 3.78% Series 2008-B-2 Senior Notes due November 30, 2020, filed as Exhibit 4.5 to the Company's Current Report on Form 8-K filed on December 1, 2010 (File No. 1-11846), is hereby incorporated by reference.
4.10	Second Supplemental Note Purchase Agreement, dated as of September 5, 2012, among the Company and each of the purchasers listed in Exhibit A thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 5, 2012 (File No. 1-11846), is hereby incorporated by reference.
4.11	Form of AptarGroup, Inc. 3.25% Series 2008-C-1 Senior Notes Due September 5, 2022, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 5, 2012 (File No. 1-11846), is hereby incorporated by reference.
4.12	Form of AptarGroup, Inc. 3.40% Series 2008-C-2 Senior Notes Due September 5, 2024, filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 5, 2012 (File No. 1-11846), is hereby incorporated by reference.
4.13	Note Purchase Agreement, dated as of December 16, 2014, among the Company and each of the purchasers listed in Schedule B thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.14	Form of AptarGroup, Inc. 3.49% Series 2014-A-1 Senior Notes due December 16, 2023 (included as a part of Exhibit 4.13), filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.15	Form of AptarGroup, Inc. 3.49% Series 2014-A-2 Senior Notes due February 26, 2024 (included as a part of Exhibit 4.13), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.16	Form of AptarGroup, Inc. 3.61% Series 2014-A-3 Senior Notes due December 16, 2025 (included as a part of Exhibit 4.13), filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.17	Form of AptarGroup, Inc. 3.61% Series 2014-A-4 Senior Notes due February 26, 2026 (included as a part of Exhibit 4.13), filed as Exhibit 4.5 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.18	Second Amendment to 2006 Note Purchase Agreement, dated as of December 16, 2014, among the Company and each of the noteholders listed on the signature pages thereto, filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
4.19	Second Amendment to 2008 Note Purchase Agreement, dated as of December 16, 2014, among the Company and each of the noteholders listed on the signature pages thereto, filed as Exhibit 4.7 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
10.1	AptarGroup, Inc. 2000 Stock Awards Plan, filed as Appendix A to the Company's Proxy Statement, dated April 6, 2000 (File No. 1-11846), is hereby incorporated by reference.**
10.2	AptarGroup, Inc. 2004 Stock Awards Plan, filed as Appendix A to the Company's Proxy Statement, dated March 26, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.3	AptarGroup, Inc. 2004 Director Stock Option Plan, filed as Appendix B to the Company's Proxy Statement, dated March 26, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.4	AptarGroup, Inc., Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2004 Stock Awards Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.5	AptarGroup, Inc. Stock Option Agreement for Non-Employee Directors pursuant to the AptarGroup, Inc. 2004 Director Option Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.6	AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2000 Stock Awards Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.7	AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2000 Stock Awards Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.8	Form of AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-11846), is hereby incorporated by reference.**

64 /ATR

2014 Form 10-K

Exhibit Number	Description
10.9	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2014 Stock Awards Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-11846), is hereby incorporated by reference.**
10.10	Supplementary Pension Plan—France dated August 24, 2001, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (File No. 1-11846), is hereby incorporated by reference.**
10.11	AptarGroup, Inc. Supplemental Retirement Plan dated October 6, 2008, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-11846), is hereby incorporated by reference.**
10.12	Indemnification Agreement dated January 1, 1996 of King Harris, filed as Exhibit 10.25 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-11846), is hereby incorporated by reference.**
10.13	Employment Agreement effective January 1, 2012 of Stephen J. Hagge, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-11846), is hereby incorporated by reference.**
10.14	Employment Agreement effective January 1, 2012 of Robert W. Kuhn, filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-11846), is hereby incorporated by reference.**
10.15	Employment Agreement effective January 1, 2012 of Patrick F. Doherty, filed as Exhibit 10.3 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-11846), is hereby incorporated by reference.**
10.16	Employment Agreement effective January 1, 2012 of Eldon W. Schaffer, filed as Exhibit 10.4 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-11846), is hereby incorporated by reference.**
10.17	Employment Agreement dated January 18, 2008 of Olivier Fourment, filed as Exhibit 10.9 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), is hereby incorporated by reference.**
10.18	Employment Agreement dated October 1, 2010 of Ursula Saint Léger, filed as Exhibit 10.21 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-11846), is hereby incorporated by reference. **
10.19	Employment Agreement effective August 1, 2014 of Salim Haffar, filed as Exhibit 10.4 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-11846), is hereby incorporated by reference. **
10.20	AptarGroup, Inc. 2008 Stock Option Plan, filed as Exhibit 10.3 to AptarGroup, Inc.'s Current Report on Form 8-K filed on May 1, 2008, is hereby incorporated by reference.**
10.21	AptarGroup, Inc. 2008 Director Stock Option Plan, filed as Exhibit 10.1 to AptarGroup, Inc.'s Current Report on Form 8-K filed on May 1, 2008, is hereby incorporated by reference.**
10.22	Form of AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2008 Stock Option Plan, filed as Exhibit 10.4 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), is hereby incorporated by reference.**
10.23	Form of AptarGroup, Inc. Stock Option Agreement for Non-Employee Directors pursuant to the AptarGroup, Inc. 2008 Director Stock Option Plan, filed as Exhibit 10.5 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), is hereby incorporated by reference.**
10.24	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2004 Stock Awards Plan, filed as Exhibit 10.6 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-11846), and amended as of January 1, 2010.**
10.25	Form of AptarGroup, Inc. Stock Option Agreement for Employees pursuant to the AptarGroup, Inc. 2011 Stock Awards Plan, filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2011 (File No. 1-11846), is hereby incorporated by reference.**
10.26	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement pursuant to the AptarGroup, Inc. 2011 Stock Awards Plan, filed as Exhibit 10.3 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2011 (File No. 1-11846), is hereby incorporated by reference.**
10.27	AptarGroup, Inc. 2011 Stock Awards Plan, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 10, 2011 (File No. 1-11846), is hereby incorporated by reference.**
10.28	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 (File No. 1-11846), is hereby incorporated by reference.**
10.29	AptarGroup Performance Incentive Plan, filed as Exhibit 10.1 to AptarGroup, Inc.'s Current Report on Form 8-K filed on May 13, 2013 (File No. 1-11846), is hereby incorporated by reference.**

65 /ATR

2014 Form 10-K

Exhibit Number	Description
10.30	AptarGroup, Inc. 2014 Long-Term Incentive Program (as Amended and Restated) under the AptarGroup, Inc. Performance Incentive Plan, filed as Exhibit 10.28 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-11846), is hereby incorporated by reference.**
10.31*	AptarGroup, Inc. 2014 Long-Term Incentive Program (as Amended and Restated) under the AptarGroup, Inc. Performance Incentive Plan.
10.32	Credit Agreement dated as of January 31, 2012 among AptarGroup, Inc. and the financial institutions party thereto as Lenders, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, HSBC Bank USA, N.A. and Union Bank, N.A., as co-documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 3, 2012 (File No. 1-11846), is hereby incorporated by reference (replaced herein by Exhibit 10.33).
10.33	Amendment No. 1 to Credit Agreement dated as of January 31, 2013 by and among AptarGroup, Inc., and the financial institutions party thereto as Lenders and Wells Fargo Bank, National Association, as administrative agent and swingline lender, filed as Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on February 28, 2013 (File No. 1-11846), is hereby incorporated by reference.
10.34	Amendment No. 2 to Credit Agreement dated as of January 31, 2014 by and among AptarGroup, Inc., and the financial institutions party thereto as Lenders and Wells Fargo Bank, National Association, as administrative agent and swingline lender, filed as Exhibit 10.31 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-11846), is hereby incorporated by reference.
10.35	Amendment No. 3 to Credit Agreement, dated as of December 16, 2014, among the Company, the financial institutions party thereto as Lenders and Wells Fargo Bank, National Association, as administrative agent and swingline lender, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2014 (File No. 1-11846), is hereby incorporated by reference.
10.36†*	Trade Confirmation, dated December 16, 2014, between AptarGroup, Inc. and Wells Fargo Bank, National Association.
21*	List of Subsidiaries.
23*	Consent of Independent Registered Public Accounting Firm.
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 AptarGroup, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 27, 2015, formatted in Extensible Business Reporting Language (XBRL): (1) the consolidated statements of income for the years ended December 31, 2014, 2013 and 2012, (2) the consolidated statements of comprehensive income for the years ended December 31, 2014, 2013 and 2012, (3) the consolidated balance sheets as of December 31, 2014 and 2013, (4) the consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012, (5) the consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 and (6) notes to the consolidated financial statements, tagged as blocks of text.

*

Filed herewith.

**

Management contract or compensatory plan or arrangement.

†

Confidential portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.

66 /ATR

2014 Form 10-K

EX-10.31

Exhibit 10.31

APTARGROUP, INC.
2014 LONG-TERM INCENTIVE PROGRAM
(AS AMENDED AND RESTATED)

I.  INTRODUCTION

1.1Purposes.  The purposes of this 2014 Long-Term Incentive Program, as established by AptarGroup, Inc., a Delaware corporation (the “Company”), are (i) to provide incentive compensation to certain officers of the Company and its subsidiaries based on the Company’s total shareholder return performance relative to the S&P 400 MidCap Index over three-year performance periods, (ii) to advance the interests of the Company and its stockholders by attracting and retaining highly competent officers and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.  This Program shall be subject to, and administered pursuant to, the terms and conditions of the AptarGroup Performance Incentive Plan (the “Plan”).

1.2Certain Definitions.  For purposes of the Program, the following capitalized terms shall have the respective meanings set forth below.  Capitalized terms not defined herein shall have the respective meanings specified in the Plan.

(a)“Accumulated Shares” means periodic adjustments made to a share of Common Stock over the Performance Period and the 20 consecutive trading days immediately preceding the first day of the Performance Period, which is solely for the purpose of determining the Company TSR and reflecting a hypothetical reinvestment of dividends on the Accumulated Shares during such period.  The number of Accumulated Shares shall be equal to the sum of (i) one share and (ii) the cumulative number of shares of Common Stock that would be purchased with the dividends paid on Common Stock for which the dividend payment date occurs during the Performance Period or the 20 consecutive trading days immediately preceding the Performance Period, assuming such dividends are immediately reinvested in shares of Common Stock at the closing price of a share of Common Stock on the applicable dividend payment date.

(b)“Award” means an award conferring a right, contingent upon the attainment of the Company TSR performance goals set forth in Section 2.2 within the Performance Period, to receive cash, as determined by the Committee.

(c)“Beginning Stock Value” means the average over the 20 consecutive trading days immediately preceding the first day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(d)“Board” means the Board of Directors of the Company.

(e)“Cause” means (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) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company

(other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Company, which demand specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Participant of any written agreement with the Company or any of its subsidiaries or affiliates which is material and which is not cured within 30 days following written notice thereof to the Participant by the Company.

(f)“Change in Control” means:

(i)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 (A), (B) and (C) of subsection (iii) of this definition 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;

(ii)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

2

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;

(iii)consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (A) 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, (B) 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 (C) 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

(iv)consummation of (A) a plan of complete liquidation or dissolution of the Company or (B) 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, (1) 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, (2) 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 (3) at least a majority of the

3

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.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(h)“Committee” shall mean the Compensation Committee of the Board.

(i)“Common Stock” shall mean Common Stock, par value $.01 per share, of the Company.

(j)“Company TSR” means the cumulative total shareholder return of the Common Stock during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the Ending Stock Value divided by (B) the Beginning Stock Value, minus (ii) one (1).

(k)“Disability” means the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(l)“Ending Stock Value” means the average over the 20 consecutive trading days through the last day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(m)“Exchange Act” means the Securities Exchange Act of 1934, as then in effect, or any successor federal statute of substantially similar effect.

(n)“Good Reason” shall mean any of the following actions, if taken without the express written consent of the Participant:  (i) a material diminution in the Participant’s base salary; (ii) a material diminution in the Participant’s authority, duties or responsibilities; or (iii) a material breach by the Company of any material agreement between the Company and the Participant.  A Participant’s employment with the Company may be terminated for Good Reason only if (A) the Participant provides written notice to the Company of the occurrence of the Good Reason event (as described above) within 90 days after the Participant has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which the Participant believes constitute Good Reason, (B)  the Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice and (C) the Participant resigns within 120 days after the initial existence of such circumstances.

(o)“Grant Acceptance Agreement” means the Grant Acceptance Agreement between the Company and the recipient of an Award hereunder.

(p)“Individual Award Opportunity” means a Participant’s Award opportunity set forth in the Participant’s Grant Acceptance Agreement, expressed as a percentage of the Participant’s base salary (determined as of the beginning of the Performance Period).

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(q)“Participant” means a person holding an outstanding Award granted under the Program.

(r)“Program” means this AptarGroup, Inc. 2014 Long-Term Incentive Program, as amended from time to time.

(s)“Retirement” means the Participant’s termination of employment after (i) attaining age 55, but prior to age 65, with at least ten years of continuous service to the Company or its subsidiaries or (ii) attaining age 65.

(t)“S&P 400 MidCap Comparator Group” means the companies that are included in the S&P 400 MidCap Index (including the Company) on both the first day and the last day of the Performance Period.

(u)“S&P 400 MidCap Constituent Company Returns” means, for each company in the S&P 400 MidCap Comparator Group, the cumulative total shareholder return during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days through the last day of the Performance Period divided by (B) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days immediately preceding the first day of the Performance Period, minus (ii) one (1).

1.3Administration.  The Program shall be administered by the Committee.  The Committee shall, in its sole and absolute discretion and subject only to the terms of the Program and the Plan, have the full power and authority to interpret the Program and the application thereof, establish (and rescind) any rules and regulations it may deem necessary, appropriate or desirable for the administration of the Program, establish the conditions to the payment of all or a portion of each Award and provide that the Company TSR will be adjusted, subject to the terms of the Plan, to reflect extraordinary events, and impose, incidental to the grant of an Award, conditions with respect to the Award, such as limiting competitive employment or other activities.  All interpretations, rules, regulations, conditions and other acts of the Committee shall be final, binding and conclusive on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that with respect to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at any time during the Performance Period, only the Committee shall be permitted to (a) designate such person to participate in the Program for such Performance Period, (b) establish Individual Award Opportunities for such person, and (c) certify the achievement of the Company TSR performance goal.  The Committee may also delegate ministerial administrative functions, such as receipt of notices, implementation of Program payments and mathematical calculations, to one or more employees or consultants as the Committee may deem necessary or desirable.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other person to whom the Committee delegates any of its power and authority hereunder, shall be

5

liable for any act, omission, interpretation, construction or determination made in connection with this Program in good faith, and each such person shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

II.  TERMS OF AWARDS

2.1Eligibility.  Participants in the Program shall consist of such officers or other employees of the Company and its subsidiaries and affiliates as the Committee in its sole discretion may select from time to time.  For purposes of the Program, references to employment by the Company shall also mean employment by a subsidiary or an affiliate of the Company.  A grant of an Award to any person shall not entitle such person to an additional grant of Awards or similar awards at any subsequent time.

2.2Terms of Awards.  (a)  In General.  Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Program and the Plan, as the Committee shall deem advisable.

(b)Performance-Based Vesting.  Subject to (i) the Participant’s continuous employment with the Company through the last day of the applicable Performance Period (the “Vesting Date”) and (ii) the certification by the Committee of the Company TSR performance level achieved, and except as otherwise provided in Section 2.2(c) and Section 2.2(d), the Participant shall become vested in the percentage of his or her Individual Award Opportunity determined in accordance with the schedule set forth below, based on the extent to which the Company TSR exceeds the S&P 400 Midcap Constituent Company Returns, as such terms are defined herein, over the three-year performance period specified in the Participant’s Grant Acceptance Agreement (each, a “Performance Period”).  For purposes of this Program, the Participant’s employment relationship shall be treated as continuing intact while the individual is on military or sick leave or other bona fide leave of absence approved by the Company.

Performance Level	Company TSR Percentile Rank vs. S&P 400 MidCap Constituent Company Returns*	Percentage of Individual Award Opportunity Vested**
Below Target	Below the 50th percentile	0	%
Target	50th percentile	100	%
Mid-point	75th percentile	200	%
Maximum	90th percentile and above	250	%

*If the Company’s TSR for the Performance Period is negative, but exceeds the 50th percentile of the S&P 400 MidCap Constituent Company Returns, the

6

percentage of the Individual Award Opportunity that is vested shall be capped at 100%.

**The vesting percentage of the Individual Award Opportunity shall be determined using straight-line interpolation between Target and Mid-point performance levels and the Mid-point and Maximum performance levels.

(c)Termination of Employment.

(i)Termination of Employment by the Company without Cause, by the Participant for Good Reason or by Reason of Death, Disability, or Retirement.  If, prior to the Vesting Date, the Participant’s employment is terminated by the Company without Cause, by the Participant for Good Reason or by reason of death, Disability or Retirement, the Participant or the Participant’s beneficiary, as the case may be, shall be entitled to a prorated payment.  Such prorated payment shall be determined in accordance with Section 2.2(b) at the end of the Performance Period based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of days such Participant was employed with the Company during the Performance Period and the denominator of which shall equal the number of days in the Performance Period.  The portion of the Award that does not become vested pursuant to this clause (i) shall be immediately forfeited.

(ii)Termination of Employment by the Company for Cause or by the Participant Other Than for Good Reason or Retirement.Subject to Section 2.2(d), if, prior to the Vesting Date, a Participant’s employment is terminated by the Company for Cause or by the Participant other than for Good Reason or Retirement, such Participant’s Award shall be immediately forfeited.

(d)Change in Control.  In the event of a Change in Control prior to the Vesting Date, the Performance Period shall end as of the date on which the Change in Control is consummated (the “Change in Control Performance Period”) and the Participant shall be eligible to receive an Award determined in accordance with Section 2.2(b) based on actual Company TSR during the Change in Control Performance Period;  provided, however, if the Change in Control occurs after the date on which a Participant’s employment is terminated by the Company without Cause, by the Participant for Good Reason, or by reason of death, Disability or Retirement, pursuant to Section 2.2(c)(i), the Participant shall be eligible to receive an Award determined in accordance with Section 2.2(b) based on actual Company TSR during the Change in Control Performance Period and prorated in accordance with Section 2.2(c)(i) based on the number of days such Participant was employed with the Company during the Performance Period.  In the event of a Change in Control prior to the Vesting Date and after the date on which a Participant’s employment is terminated by the Company for Cause or by the Participant other than for Good Reason or Retirement, such Participant’s Award shall already have been forfeited pursuant to Section 2.2(c)(ii) and the Participant shall not be eligible for any payment with respect to such Award.

(e)Payment.  As soon as practicable after the Vesting Date or, if applicable, the end of the Change in Control Performance Period (but no later than the March 15th occurring immediately after the Vesting Date or the end of Change in Control Performance Period, as

7

applicable), the Participant shall receive a lump sum cash payment from the Company in an amount equal, as determined by the Committee, to the value of the Award.

III.  GENERAL

3.1Effective Date and Term of Program.  The Program shall be effective as of January 1, 2014, and shall continue until such time as it is terminated by the Board or the Committee.

3.2Amendments.  The Board or the Committee may amend the Program as it shall deem advisable in the exercise of its sole and absolute discretion; provided, however that no such amendment may materially impair the rights granted to a Participant with respect to an Award without the consent of such Participant.

3.3Non-Transferability.  No Award or any rights thereunder shall be transferable other than by will or the laws of descent and distribution or pursuant to any beneficiary designation procedures as may be approved by the Committee for such purpose.  Except as permitted by the preceding sentence, no Award hereunder shall 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 by the holder of an Award to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Award, such Award and all rights thereunder shall immediately become null and void.

3.4Tax and Other Withholding.  The Company shall have the right to deduct from any amounts paid pursuant to the Program (or from other compensation payable by the Company to the Participant) all Federal, state, local and other taxes and any other amounts which may be required under law or elected by the Participant to be withheld or paid in connection with the settlement of an Award or any other payment made hereunder.

3.5No Right of Participation or Employment.  No person shall have any right to participate in the Program or to be granted Awards under the Program.  Neither the Program nor any Agreement relating to an Award granted hereunder shall confer upon any person any right to be employed, reemployed or continue employment by the Company or any subsidiary or affiliate of the Company or affect in any manner the right of the Company or any subsidiary or affiliate of the Company to terminate the employment of any person with or without notice at any time for any reason without liability hereunder.  Nothing herein shall confer any right or benefit or any entitlement to any benefit on any Participant unless and until a benefit is actually vested pursuant to the Program.  The adoption and maintenance of the Program shall not be deemed to constitute a contract of employment or otherwise between the Company or any of its subsidiaries or affiliates and any Participant, or to be a consideration for or an inducement or condition of any employment.  Neither the provisions of the Program nor any action taken by the Company or the Board or the Committee pursuant to the provisions of the Program shall be deemed to create any trust, express or implied, or any fiduciary relationship between or among the Company, the Board or Committee, any member of the Board or Committee, or any employee, former employee or beneficiary thereof.

3.6Unfunded Arrangement.  The Program shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefit hereunder.  No holder of an Award shall have any interest in any

8

particular assets of the Company or any of its subsidiaries or affiliates by reason of the right to receive a benefit under the Program and any such holder shall have only the rights of an unsecured creditor of the Company with respect to any rights under the Program.

3.7Governing Law.  This Program, each Award granted hereunder and its related Agreement, and all determinations made and actions taken pursuant thereto, 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 principles of conflicts of laws.

3.8Governing Documents.  The Awards granted hereunder shall be governed by the terms of the Plan, this Program and the Grant Acceptance Agreement.  Notwithstanding anything to the contrary, the terms of a Participant’s employment agreement governing the payout of any bonuses or severance benefits following a termination of such Participant’s employment shall not apply to the Awards granted hereunder.

3.9Section 409A of the Code.  This Program and the Awards granted hereunder are intended to be exempt from Section 409A of the Code as short-term deferrals pursuant to U.S., Treasury Regulation §1.409A-1(b)(4), and shall be interpreted and construed accordingly.

3.10Awards Subject to Clawback.  The Awards granted under this Program and any cash payment delivered pursuant to an Award are 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.

9

EX-10.36

Exhibit 10.36

CONFIDENTIAL TREATMENT

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission

To:	AptarGroup, Inc.
	475 West Terra Cotta Avenue
	Suite E
	Crystal Lake, Illinois 60014
Attention:	North America Legal Counsel
Phone:	(815) 261-3219
Fax:	(815) 477-0481
From:	Wells Fargo Bank, National Association

The purpose of this communication (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between Wells Fargo Bank, National Association (“Wells Fargo”) and AptarGroup, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”).  This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

This Confirmation is subject to, and incorporates, the definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”).  In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation will prevail.

1.This Confirmation evidences a complete and binding agreement between Wells Fargo and Counterparty as to the terms of the Transaction to which this Confirmation relates.  This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Wells Fargo and Counterparty had executed an agreement in such form (but without any Schedule except for the election of (i) the law (and not the law of conflicts) of the State of New York as the governing law and (ii) United States dollars as the Termination Currency) on the Trade Date.  In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates.  The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.  This Transaction is a Share Forward Transaction within the meaning set forth in the Equity Definitions.

2.The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	December 16, 2014
Seller:	Wells Fargo
Buyer:	Counterparty
Shares:	The common stock of Counterparty (the “Issuer”), par value USD 0.01 per share (NYSE ticker symbol: “ATR”)
Variable Obligation:	Applicable
VWAP Price:	For any Averaging Date, the 10b-18 volume-weighted average

CONFIDENTIAL TREATMENT

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission

	price per Share at which the Shares trade for the regular trading session (including any extensions thereof) of the Exchange on such Averaging Date (without regard to pre-open or after hours trading outside of such regular trading session), as reported by Bloomberg at 4:15 p.m. New York City time (or 15 minutes following the end of any extension of the regular trading session) on such Averaging Date, on Bloomberg Page “ATR.N <Equity> AQR_SEC” (or any successor thereto). If such price is not reported on such Averaging Date for any reason or is, in the Calculation Agent’s good faith and commercially reasonable discretion, erroneous, such VWAP Price shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner.
Exchange:	New York Stock Exchange
Related Exchange(s):	All Exchanges
Prepayment:	Applicable
Prepayment Date:	One Currency Business Day after the Trade Date.
Prepayment Amount:	As specified in Appendix A.
Initial Shares:	As specified in Appendix A.
Initial Share Delivery Date:	The Prepayment Date. On the Initial Share Delivery Date, Seller shall deliver a number of Shares equal to the Initial Shares to Buyer in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Valuation Terms:

Valuation Date:	As specified in Appendix A.
Averaging:	Applicable
Averaging Dates:	As specified in Appendix A.
Averaging Period:	All Averaging Dates.
Settlement Price:	The arithmetic average of the VWAP Prices for all Averaging Dates minus the Price Adjustment.
Price Adjustment:	As specified in Appendix A.
Valuation Disruption:	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by replacing the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” with “at any time on any Scheduled Trading Day during the Averaging Period” in the third line thereof.
	Section 6.3(d) of the Equity Definitions is hereby amended by

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	deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	Notwithstanding anything to the contrary in the Equity Definitions, if any Averaging Date in the Averaging Period is a Disrupted Day, the Calculation Agent shall have the option in its commercially reasonable discretion either (i) to elect to extend the Averaging Period by a number of Scheduled Trading Days equal to the number of Disrupted Days during the Averaging Period and/or (ii) determine that such Averaging Date is a Disrupted Day only in part, in which case the Calculation Agent shall (x) determine the VWAP Price for such Disrupted Day based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event and (y) determine the Settlement Price based on an appropriately weighted average instead of the arithmetic average described under “Settlement Price” below, with such adjustments determined in a commercially reasonable manner based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares and/or (iii) to suspend the Averaging Period, as appropriate, until the circumstances giving rise to such suspension have ceased; provided, that the Calculation Agent shall not be entitled to determine that such Averaging Date is a Disrupted Day only in part if such Averaging Date is deemed to be a Disrupted Day as a result of an Additional Market Disruption Event consisting of a Regulatory Disruption. Any day on which the Exchange is scheduled to close prior to its normal closing time shall be considered a Disrupted Day in whole.
Additional Market Disruption Events:	If Seller determines, in its good faith and commercially reasonable discretion and based on the advice of counsel, on any Scheduled Trading Day during any Averaging Period that it is appropriate for it or its affiliates to refrain from or decrease any market activities in connection with the Transaction as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures whether or not such legal, regulatory or self-regulatory requirements, policies or procedures are imposed by law or have been voluntarily adopted by Seller (a “Regulatory Disruption”), Seller shall notify Buyer and a Market Disruption Event shall be deemed to have occurred. Seller shall subsequently notify Buyer in writing on the day Seller reasonably believes in good faith and upon the advice of counsel that it may resume its market activity. If on any Averaging Date that is a Potential Liquidity Disruption Day (i) the trading volume or liquidity of trading in the Shares is materially reduced from levels prevailing on the Trade Date, (ii) the Calculation Agent determines in its commercially reasonable discretion that such reduction has had a materially adverse effect on Seller’s ability to effect a commercially reasonable hedge of its obligations under this Transaction and (iii) the Calculation Agent determines in its commercially reasonable discretion that as a result it would be appropriate to treat such Averaging Date as a Disrupted Day, then Seller shall notify Buyer and a Market Disruption Event shall be deemed to have occurred.

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Potential Liquidity Disruption Day: As specified in Appendix A.

Settlement Terms:

Settlement Currency:	USD
Share Amount:	The Prepayment Amount divided by the Settlement Price.
Number of Shares to be Delivered:	A number of Shares equal to (i) the Share Amount minus (ii) the Initial Shares; provided that a number of Shares less than a whole number shall be rounded upward.
Settlement Method Election:	Not Applicable; provided that if the Number of Shares to be Delivered is a negative number, Counterparty may elect Physical Settlement in lieu of Cash Settlement by written notice to Seller delivered no later than 9:00 a.m. (New York City time) on the first Scheduled Trading Day immediately following the earlier of (i) notice of the designation of the final day of the Averaging Period or (ii) the Valuation Date; provided further that (x) Counterparty on the date of such election shall be deemed to have repeated as of such date the representation set forth in paragraph 6(a)(i)(B) below and shall represent and warrant that Counterparty is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws and (y) such notice shall specify whether settlement will be effected with Free Shares or Restricted Shares, each as contemplated by “Physical Settlement by Counterparty” below.
Default Settlement Method:	If the Number of Shares to be Delivered is a positive number, the Default Settlement Method shall be Physical Settlement; provided that the representation set forth in Section 9.11 of the Equity Definitions shall be modified by excluding any representation therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares. If the Number of Shares to be Delivered is a negative number, the Default Settlement Method shall be Cash Settlement.
Physical Settlement:	Applicable if the Number of Shares to be Delivered is (1) a positive number, in which case Physical Settlement means that on the applicable Settlement Date, Seller shall deliver to Counterparty the Number of Shares to be Delivered, or (2) a negative number and Counterparty has validly elected Physical Settlement pursuant to “Settlement Method Election” above, in which case Physical Settlement means that, on the applicable Settlement Date, Counterparty shall deliver to Seller the absolute value of the Number of Shares to be Delivered subject to “Physical Settlement by Counterparty” and Section 11 below.
Physical Settlement by Counterparty:	If Physical Settlement by Counterparty applies, Counterparty shall have the right to elect that the Shares delivered (“Physical Settlement Shares”) (and any Make-Whole Shares, as such term is defined below) shall be (i) sold in transactions registered under the

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Securities Act of 1933, as amended (the “Securities Act”) with such election being subject to the conditions set forth in clause (i) of Section 11 (Registration Provisions) (“Free Shares”), or (ii) sold in transactions exempt from registration under the Securities Act pursuant to clause (ii) of Section 11 (Registration Provisions) (“Restricted Shares”). No fractional Shares shall be delivered in connection with Physical Settlement by Counterparty, and the value of any fractional Share otherwise deliverable shall be rounded up to the nearest whole Share. All Physical Settlement Shares delivered shall be freely transferable and free and clear of any lien, charge or other encumbrance, other than in the case of Restricted Shares restrictions on transfers relating to the exemption from registration under the Securities Act.

(a)  If Counterparty elects to deliver Free Shares, Counterparty shall deliver a number of Free Shares equal to the absolute value of the Number of Shares to be Delivered on the applicable Settlement Date.

(b) If Counterparty elects to deliver Restricted Shares or does not make an election or fails to satisfy the conditions to delivery of Free Shares, Counterparty shall deliver to Seller an initial number of Restricted Shares on the applicable Settlement Date as determined by the following formula:

Where,

s = the absolute value of the Cash Settlement Amount (as defined below); and

p = the price per Share determined by Seller in a commercially reasonable manner.

In the case of this clause (b), on the applicable Settlement Date, a balance (the “Settlement Balance”) shall be established with an initial balance equal to the absolute value of the Cash Settlement Amount. Following the sale of the Restricted Shares by Seller, the Settlement Balance shall be reduced by an amount equal to the aggregate proceeds (net of any brokerage and customary private placement fees for offerings of a similar type and size) received by Seller upon the sale of the Restricted Shares. If following the sale of some but not all of the Restricted Shares, the Settlement Balance has been reduced to zero, no additional Restricted Shares shall be sold by Seller and Seller shall redeliver to Counterparty any remaining Restricted Shares. If following the sale of the Restricted Shares, the Settlement Balance has not been reduced to zero, then Counterparty shall, at its election, (i) promptly deliver to Seller an additional number of Shares (the “Make-Whole Shares”) equal to (x) the Settlement Balance as of such date divided by (y) the price per Restricted Share determined by Seller in a commercially reasonable manner (the “Make-Whole Price”), subject to Section 6(h) or (ii) promptly deliver to Seller cash in an amount equal to the then remaining Settlement Balance. This provision shall be applied successively (provided that references to “Restricted Shares” herein shall be deemed to refer to the previous Make-Whole Shares) until

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	the Settlement Balance is reduced to zero. The period until the Settlement Balance is reduced to zero shall be considered to be part of the Averaging Period for purposes of the representations, warranties and covenants and other provisions herein as the context requires (but, for the avoidance of doubt, not for purposes of determining the Settlement Price).
Cash Settlement:	Applicable if the Number of Shares to be Delivered is a negative number and Counterparty does not validly make the election above for “Physical Settlement” pursuant to “Settlement Method Election” above, in which case Counterparty shall pay Seller the Cash Settlement Amount on the Cash Settlement Payment Date.
Cash Settlement Payment Date:	The first Currency Business Day following the last day of the Settlement Valuation Period.
Cash Settlement Amount:	The Number of Shares to be Delivered multiplied by the Cash Settlement Price.
Cash Settlement Price:	The volume weighted average price per Share at which Seller effects the purchases contemplated in “Settlement Valuation Period” below.
Settlement Valuation Period:	A number of Scheduled Trading Days following the end of the applicable Averaging Period during which Seller purchases in a commercially reasonable manner over a commercially reasonable period, a number of shares equal to the absolute value of the Number of Shares to be Delivered. For the avoidance of doubt, if the Number of Shares to be Delivered is negative, there shall be a Settlement Valuation Period hereunder if Counterparty elects Cash Settlement or elects to deliver Restricted Shares in connection with Physical Settlement, but no Settlement Valuation Period if Counterparty elects to deliver Free Shares in connection with Physical Settlement.
Settlement Date:	If the Number of Shares to be Delivered is positive, the earlier of (i) the date that follows the Valuation Date by one Settlement Cycle and (ii) the first Clearance System Business Day following the Scheduled Valuation Date (as defined in Annex A). If the Number of Shares to be Delivered is negative, and (x) if Counterparty elects to deliver Free Shares, the first Clearance System Business Day following the Valuation Date, or (y) if Counterparty elects to deliver Restricted Shares, the first Clearance System Business Day following the last day of the Settlement Valuation Period.

Share Adjustments:

Potential Adjustment Event: It shall constitute an additional Potential Adjustment Event if a Market Disruption Event has been deemed to have occurred or if Seller otherwise suspends trading in the Shares for all or any portion of a Scheduled Trading Day within the Averaging Period pursuant to “Valuation Disruption” or “Additional Market Disruption Events” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of the Transaction as appropriate to account for the economic effect on the Transaction of such Market Disruption Event or trading suspension.

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	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, the issuance of additional stock options, restricted stock or restricted stock units in the ordinary course pursuant to Counterparty’s employee benefit plans shall not constitute a Potential Adjustment Event.
Method of Adjustment:	Calculation Agent Adjustment
Excess Dividend:	For any fiscal quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as determined by the Calculation Agent), when aggregated with the amount or value of any and all previous Dividends with ex-dividend dates occurring in the same fiscal quarter, exceeds the Ordinary Dividend Amount. For the avoidance of doubt, the Calculation Agent shall not make any adjustment for an Excess Dividend or for a Dividend that does not exceed the Ordinary Dividend Amount.
Extraordinary Dividend:	The cash dividend or distribution per Share, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend. For the avoidance of doubt, an Extraordinary Dividend shall not be deemed to be an Excess Dividend.
Ordinary Dividend Amount:	As specified in Appendix A
Change in Timing of Ordinary Dividend Payment:	If an ex-dividend date for any Dividend that is not (x) an Excess Dividend, (y) a dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (z) an Extraordinary Dividend, occurs during any fiscal quarter (in whole or in part) during the Relevant Dividend Period and is different from the Expected Ex-Dividend Date for the relevant fiscal quarter (as determined by the Calculation Agent), the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of the change in timing of such dividend.
Expected Ex-Dividend Dates:	As specified in Appendix A
Relevant Dividend Period:	The period from and including the Trade Date to and including the Relevant Dividend Period End Date.
Relevant Dividend Period End Date:	If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Valuation Date.
Extraordinary Events:	Upon (x) the occurrence or effective designation of an Early Termination Date in respect of the Transaction or (y) the occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Section 12.2, 12.3, 12.6 or 12.9 of the Equity Definitions (any such event as described

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in clause (x) or (y) above, an “Early Termination Event”) (except as a result of (i) in the case of clause (y), an Extraordinary Event that is a Nationalization, Insolvency, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash, or a Merger Event or Tender Offer that is within Counterparty’s control, or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), if one party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Section 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions (any such amount, a “Payment Amount”), then on the date on which any Payment Amount is due, in lieu of any payment or delivery of such Payment Amount, Counterparty may elect, by prior written notice to Wells Fargo as provided in the succeeding paragraph, that the party owing such amount shall deliver to the other party a number of Shares (or, in the case of a Merger Event, Tender Offer, Nationalization or Insolvency, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Extraordinary Event (each such unit, an “Alternative Termination Delivery Unit” and, the securities or property comprising such unit, “Alternative Termination Property”)) with a value equal to the Payment Amount, as determined in a commercially reasonable manner by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Termination Property as of the Early Termination Date or the date as of which the Cancellation Amount is determined and, if such delivery is made by Wells Fargo, the prices at which Wells Fargo purchases Shares or Alternative Termination Property to fulfil its delivery obligations, to the extent doing so provides a commercially reasonable result) over a number of Scheduled Trading Days selected by Calculation Agent in good faith and in its commercially reasonable discretion based on the number of Scheduled Trading Days that would be appropriate to unwind a commercially reasonable hedge position; provided that in determining the composition of any Alternative Termination Delivery Unit, if the relevant Extraordinary Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

If Counterparty elects for Wells Fargo to settle any Payment Amount owed by Wells Fargo to it in Shares or Alternative Termination Property, then on the date such Payment Amount is due, a settlement balance (the “Payment Amount Settlement Balance”) shall be established with an initial balance equal to the Payment Amount. On such date, Wells Fargo shall commence purchasing Shares or Alternative Termination Property over a

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	commercially reasonable period for delivery to Counterparty and in a commercially reasonable manner to unwind a commercially reasonable hedge position. At the end of each Scheduled Trading Day on which Wells Fargo purchases Shares or Alternative Termination Property pursuant to this paragraph, Wells Fargo shall reduce the Payment Amount Settlement Balance by the amount paid by Wells Fargo to purchase the Shares or Alternative Termination Property purchased on such Scheduled Trading Day. Wells Fargo shall deliver any Shares or Alternative Termination Property purchased on a Scheduled Trading Day to Counterparty on the third Clearance System Business Day following the relevant Scheduled Trading Day. Wells Fargo shall continue purchasing Shares or Alternative Termination Property over a commercially reasonable period until the Payment Amount Settlement Balance has been reduced to zero. If delivery of Shares or Alternative Termination Property is to be made by Wells Fargo pursuant to this paragraph, the period during which Wells Fargo purchases Shares or Alternative Termination Property to fulfill its delivery obligations under this paragraph shall be referred to as the “Seller Termination Purchase Period.”
	If Counterparty elects to settle any Payment Amount owed to Wells Fargo in Shares or Alternative Termination Property it must do so pursuant to Section 11 of this Confirmation and in a manner such that the value received by Wells Fargo (net of all commercially reasonable fees, expenses or discounts to compensate for any discount from the public market price of the Shares incurred on the sale of such Shares in a private placement) is not less than the Payment Amount, as determined by the Calculation Agent. For the avoidance of doubt, notwithstanding anything to the contrary in the Definitions or this Confirmation, the Payment Amount will not reflect the value associated with any Excess Dividend declared or paid by Counterparty to holders of record of any Shares as of any date occurring on or after the Trade Date and prior to the date on which the Payment Amount is received.
Announcement Date:	The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” in the third and the fifth lines thereof with the words “, if completed, would lead to a”, (iii) replacing the words “voting shares” in the fifth line thereof with the word “Shares”, (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof, (v) inserting the words “or to explore the possibility of engaging in” after the words “engage in” in the second line thereof, (vi) inserting the words “or to explore the possibility of purchasing or otherwise obtaining” after the word “obtain” in the fourth line thereto, (vii) deleting the parenthetical in the fifth line thereof and (viii) adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)”. For purpose of this Transaction, the definition of “Merger Date” in

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Section 12.1(c) of the Equity definitions shall be amended by inserting the following proviso after “Calculation Agent” therein: “; provided that, in the event of a Share-for-Other Merger Event, Merger Date shall mean, as selected by Wells Fargo in its commercially reasonable discretion, any date from and including the Announcement Date to and including the closing date of such Merger Event (or, where a closing date cannot be determined under local law applicable to such Merger Event, such other date as determined by the Calculation Agent).” For purposes of this Transaction, the definition of “Tender Offer Date” in Section 12.1(e) of the Equity Definitions shall be amended to read “Tender Offer Date shall mean the Announcement Date; provided that, in the event of a Share-for-Other Tender Offer, Tender Offer Date shall mean, as selected by Wells Fargo in its commercially reasonable discretion, any date from and including the Announcement Date to and including the date on which voting shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).”

Consequences of Merger Events:

Share-for-Share:	Modified Calculation Agent Adjustment
Share-for-Other:	Cancellation and Payment
Share-for Combined:	Component Adjustment
New Shares:	In the definition of “New Shares” in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors).”
Tender Offer:	Applicable
Consequences of Tender Offers:
Share-for-Share:	Modified Calculation Agent Adjustment
Share-for-Other:	Cancellation and Payment
Share-for-Combined:	Component Adjustment
Composition of CombinedConsideration:	Not Applicable; provided that notwithstanding Sections 12.1(f) and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares in connection with a Merger Event or Tender Offer could be determined by a holder of the Shares, the Calculation Agent shall, in its sole discretion, determine the composition of such consideration for purposes of determining the consequences of such Merger Event or Tender Offer under the Transaction.
Nationalization, Insolvency or	Cancellation and Payment

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Delisting:	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Shares or Hedge Positions” and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
Failure to Deliver:	Not Applicable
Insolvency Filing:	Applicable
Loss of Stock Borrow:	Applicable, it being understood that the rate to borrow Shares shall be determined by reference to the terms of a commercially reasonable share borrowing arrangement and without regard to cost of funding in connection with such borrowings.
Maximum Stock Loan Rate:	As specified in Appendix A.
Hedging Party:	Wells Fargo
Increased Cost of Stock Borrow:	Applicable, it being understood that the rate to borrow Shares shall be determined by reference to the terms of a commercially reasonable share borrowing arrangement and without regard to cost of funding in connection with such borrowings.
Initial Stock Loan Rate:	As specified in Appendix A.
Hedging Party:	Wells Fargo
Determining Party for all Extraordinary Events:	Wells Fargo

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Miscellaneous:
Non-Reliance:		Applicable
Agreements and Acknowledgments Regarding Hedging Activities:		Applicable
Additional Acknowledgments:		Applicable
3.	Calculation Agent:	Wells Fargo; provided that, following the occurrence and during the continuation of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Wells Fargo is the Defaulting Party, Counterparty shall have the right to select a leading equity derivatives dealer in the market for U.S. corporate equity derivatives reasonably acceptable to Wells Fargo to replace Dealer as Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.
4.	Account Details:

Wells Fargo’s USD payment instructions:	ABA: 121-000-248
	Wells Fargo Bank, National Association
	Charlotte, NC
	Internal Acct No. 01020304464228
	A/C Name: WFB Equity Derivatives
Wells Fargo’s delivery instructions:	DTC Number:	2072
	Agent ID:	52196
	Institution ID:	52196
Counterparty’s payment and
delivery instructions:	USD Payment Instructions:
	Bank of America
	AptarGroup, Inc.
	Acct No.  8188900150
	Share Delivery Instructions:
	Transfer Agent:  Wells Fargo Bank, National
	Association Shareowner Services
	Email: wfssrelationshipmanagement@wellsfargo.com
	Phone:  1-855-217-6361

5.	Offices:
	(a)	The Office of Wells Fargo for the Transaction is:

Wells Fargo Bank, National Association

375 Park Avenue

New York, NY 10152

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For notices with respect to the Transaction:

Notwithstanding anything to the contrary in the Agreement, all notices to Wells Fargo in connection with the Transaction are effective only upon receipt of email message to

CorporateDerivativeNotifications@wellsfargo.com

(b)The Office of Counterparty for the Transaction is:  None

For notices with respect to the Transaction:

AptarGroup, Inc.

475 West Terra Cotta Avenue

Suite E

Crystal Lake, Illinois 60014

Attn: North America Legal Counsel

6.Additional Provisions.

(a)Buyer Representations and Agreements.  Buyer represents and warrants to, and agrees with, Seller as follows:

(i)Public Reports.

(A)As of the Trade Date, Buyer is in compliance with its reporting obligations under the Exchange Act of 1934, as amended (the “Exchange Act”), and all reports and other documents filed by Buyer with the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

(B)Without limiting the generality of the foregoing, as of the Trade Date and as of the date of any election with respect to the Transaction (including any date that Buyer elects to physically settle its obligations hereunder), Buyer and its officers and directors are not aware of any material non-public information regarding Buyer or the Shares.

(ii)Regulation M.  Buyer is not on the Trade Date engaged in a “distribution,” as such term is used in Regulation M, that would preclude purchases by Buyer of Shares.  In the event that Buyer reasonably concludes that it or any of its affiliates or agents will take any action that would cause Regulation M to be applicable to any purchases of Shares, or any security for which the Shares is a “reference security” (as defined in Regulation M), by Buyer or any of its “affiliated purchasers” (as defined in Regulation M) on any day prior to the second Scheduled Trading Day immediately following the later of the (i) the Valuation Date, (ii) the last day of the Settlement Valuation Period and (iii) the last day of the Seller Termination Purchase Period, as applicable, Buyer shall provide Seller at least five Scheduled Trading Days’ written notice of such fact prior to the beginning of the restricted period applicable to such distribution under Regulation M.  Buyer acknowledges that any such action could cause the occurrence of an Additional Market Disruption Event (and, accordingly, a Potential Adjustment Event).  Accordingly, Buyer acknowledges that its actions in relation to any such notice must comply with the standards set forth in Section 6(b)(iii) below.

(iii)No Manipulation.  Buyer is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act and will not engage in any other securities or derivative transaction to such ends.

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(iv)No Distribution.  Buyer is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

(v)Solvency.  As of the Trade Date, the Initial Share Delivery Date, the Prepayment Date and the Settlement Date, (a) the aggregate fair market value of Buyer’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (b) it has not engaged in and will not engage in any business or transaction after which the property remaining with it will be unreasonably small in relation to its business, (c) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature, and (d) as a result of entering into and performing its obligations under the Transaction, (x) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption by an issuer of its own securities and (y) it would not be nor would it be rendered “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

(vi)Eligible Contract Participant.  It is an “eligible contract participant,” as defined under the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3) because it is a corporation, partnership, organization, trust, or other entity (other than a commodity pool or a proprietorship) that has total assets exceeding $10,000,000.

(vii)Tender Offers.  The purchase or writing of the Transaction by Buyer will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(viii)Investment Company.  Buyer is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(ix)Accounting Treatment.  Without limiting the generality of Section 13.1 of the Equity Definitions, Buyer acknowledges that Seller is not making any representations or warranties with respect to the treatment of the Transaction under any accounting standards including FASB Statements 128, 133, 149 (each as amended), or 150, EITF Issue No. 00-19, 01-6, 03-6 or 07-5 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

(x)Authorization and Disclosure.  Upon Seller’s request, Buyer shall deliver to Seller a resolution of Buyer’s board of directors authorizing the Transaction, and upon Seller’s reasonable request, an incumbency certificate.  Buyer has publicly disclosed on October 30, 2014 its authorization to repurchase Shares.

(xi)Buyer’s Actions. Buyer is not bound by any obligation that prohibits it from effecting settlement under the Transaction, and it agrees not to enter into any such obligation during the term of the Transaction.

(xii)Rule 10b-18 purchases.  Buyer represents and warrants to Seller that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

(b)Rule 10b5-1.

(i)Buyer intends the Transaction to comply with the requirements of Rule 10b5-1(c) under the Exchange Act.  Buyer represents that it is entering into the Transaction in good faith and not as part of a plan or scheme to evade the antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction.  Buyer represents and warrants that it has consulted with its

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own advisors as to the legal aspects of its adoption and implementation of the Transaction under Rule 10b5-1 under the Exchange Act.

(ii)Buyer shall not, at any time during any Averaging Period, Settlement Valuation Period or Seller Termination Purchase Period, communicate, directly or indirectly, any material nonpublic information concerning itself or the Shares or purchases or sales of Shares by Seller (or its agent or affiliate) to any Relevant Bank Personnel.  “Relevant Bank Personnel” means any employees or agents of Seller or any affiliate of Seller that Seller has notified Buyer in writing are “Relevant Bank Personnel”; provided that Wells Fargo may amend the list of Relevant Bank Personnel at any time by delivering a revised list to Counterparty.  “Relevant Bank Personnel” shall initially mean any personnel of the equity derivatives trading group of Seller or its affiliates who are responsible for, or have the ability to influence, the execution of this Transaction and of Wells Fargo’s hedge in relation thereto.

(iii)Buyer agrees that Buyer shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction.  Buyer also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act.  Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification, waiver or termination shall be made at any time at which Buyer or any officer, director, manager or similar person of Buyer is aware of any material non-public information regarding Buyer or the Shares.

(iv)Buyer acknowledges and agrees that it does not have, and shall not attempt to exercise, any influence over how, when or whether Seller effects any purchases of Shares in connection with the Transaction.

(c)U.S. Private Placement and Other Representations.  Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, each party hereby represents and warrants to the other party as of the date hereof that:

(i)It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction, and it is able to bear the economic risk of the Transaction.

(ii)It is entering into the Transaction for its own account and not with a view to the distribution or resale of the Transaction or its rights thereunder.

(iii)It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

(iv)It has the power to execute this Confirmation and any other documentation relating to this Confirmation to which it is a party, to deliver this Confirmation and any other documentation relating to this Confirmation that it is required by this Confirmation to deliver and to perform its obligations under this Confirmation and has taken all necessary action to authorize such execution, delivery and performance.

(v)Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

(d)Securities Contract; Swap Agreement.   The parties hereto agree and acknowledge that Seller is a “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that this Transaction is (i) a “securities contract” as

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such term is defined in Section 741(7) of the Bankruptcy Code, in which case each payment and delivery made pursuant to this Transaction is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and that Seller is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

(e)Bankruptcy Status.  Wells Fargo acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the transactions contemplated hereby that are senior to the claims of Counterparty’s common stockholders in the event of Counterparty’s bankruptcy; provided that nothing herein shall be deemed to limit Wells Fargo’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the Agreement; and provided, further, that nothing herein shall limit or shall be deemed to limit Wells Fargo’s rights in respect of any transaction other than this Transaction.

(f)No Collateral or Setoff.  Notwithstanding any provision of this Confirmation, the Agreement, or any other agreement between the parties to the contrary, the obligations of Counterparty under this Transaction are not secured by any collateral.  Each party agrees not to set off or net amounts due from the other party with respect to this Transaction against amounts due from such party to the other party under obligations (including pursuant to Section 6 of the Agreement), and each party hereby waives any such right of setoff, netting or recoupment.

(g)Additional Termination Event.  Notwithstanding any other provision hereof, an “Additional Termination Event” shall occur and Counterparty shall be the sole Affected Party pursuant to such Additional Termination Event if: (i) at any time on or prior to the Valuation Date, the price per Share on the Exchange, as determined by the Calculation Agent, is at or below the Threshold Price as specified in Appendix A; or  (ii) Counterparty declares an Excess Dividend with an ex-dividend date which occurs or is scheduled to occur during the Relevant Dividend Period.  For the avoidance of doubt, such Excess Dividend shall not constitute a Potential Adjustment Event.

(h)Maximum Number of Shares. Notwithstanding any provisions of this Confirmation, the Agreement or the Equity Definitions to the contrary, in no event shall the aggregate number of Shares that Counterparty shall be obligated to deliver in connection with this Transaction exceed 7,834,535 Shares, as such number may be proportionately adjusted by the Calculation Agent to reflect stock splits or similar events.

(i)Agreements to Deliver Documents.  Each of Buyer and Seller will deliver to the other party, upon execution of this Confirmation, evidence reasonably satisfactory to the other party as to the names, true signatures and authority of the officers or officials signing this Confirmation on its behalf.  Such documents shall be covered by the representation set forth in Section 3(d) of the Agreement.  In addition, Buyer agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, and deliver to Seller, United States Internal Revenue Service Form W-8 or Form W-9, as applicable, or any successor of such form, (i) upon execution of this Confirmation, (ii) promptly upon reasonable demand by Seller, and (iii) promptly upon learning that any such form previously provided by it has become obsolete or incorrect.

(j)Indemnity.  Buyer shall indemnify and hold harmless Seller and any of its affiliates, directors, officers, employees, partners, controlling entities or agents (each, an “Indemnified Party”) from and against any and all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Losses”), arising out of or attributable to any breach of any representation, warranty or covenant made by Buyer under this Agreement.  Buyer will not be liable under the foregoing indemnification provision to the extent

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that any Loss is found in a nonappealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or bad faith of any Indemnified Party. This indemnity agreement shall be in addition to any liability that Buyer otherwise may have. The provisions of this paragraph shall survive the termination of this Confirmation.

(k)Counterparty Purchases. Without the prior written consent of Wells Fargo (such consent not to be unreasonably withheld to the extent such requested purchases do not exceed 1% of the ADTV (as such term is defined in Rule 10b-18(a)(1)) on any Exchange Business Day), Counterparty shall not, and shall cause its “affiliates” and “affiliated purchasers” (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares during the Averaging Period, Settlement Valuation Period or Seller Termination Purchase Period, except through Wells Fargo Securities, LLC, which is an affiliate of Wells Fargo.

(l)Merger-related Transactions.  During the Averaging Period, Settlement Valuation Period and Seller Termination Purchase Period, as applicable, Counterparty shall (i) notify Wells Fargo prior to the opening of trading in the Shares on any day on which Counterparty makes, or expects to be made (to the extent within Counterparty’s control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to Counterparty as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, a “Merger Transaction”), (ii) promptly notify Wells Fargo following any such announcement that such announcement has been made, and (iii) promptly deliver to Wells Fargo following the making of any such announcement a certificate indicating (A) Counterparty’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the three full calendar months preceding the date of the announcement of such transaction and (B) Counterparty’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months preceding the date of the announcement of such transaction.  In addition, Counterparty shall promptly notify Wells Fargo of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders.  Counterparty acknowledges that any such public announcement may cause the terms of the Transaction to be adjusted or terminated. Accordingly, Counterparty acknowledges that its actions in relation to any such announcement or transaction must comply with the standards set forth in Section 6(b) above.  Wells Fargo may (i) make adjustments in a commercially reasonable manner to the terms of the Transaction, including, without limitation, the Price Adjustment and/or suspend the Averaging Period to preserve the economics of the transaction to Wells Fargo or (ii) treat the occurrence of such public announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction hereunder as the Affected Transaction and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Averaging Period had fewer Scheduled Trading Days than originally anticipated.

(m)Acknowledgments and Agreements Regarding Hedging.  Counterparty acknowledges and agrees that (i) during the Averaging Period, Wells Fargo and its affiliates may (x) buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction and (y) be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, (ii) Wells Fargo shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Price and/or the VWAP Price and (iii) any market activities of Wells Fargo and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Price and/or the VWAP Price, each in a manner that may be adverse to Counterparty.

7.[Intentionally Omitted]

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8.Special Provisions regarding Acquisition Transaction Announcements.

(a)If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date, then the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the Number of Shares to be Delivered and the Price Adjustment) as the Calculation Agent determines appropriate, at such time or at multiple times as the Calculation Agent determines appropriate, to account for the economic effect on such Transaction of such Acquisition Transaction Announcement (provided that adjustments will be made to account solely for changes in price, volatility, stock loan rate and liquidity relevant to the Shares, to the Transaction or to commercially reasonable hedge positions in respect of the Transaction).  If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the Scheduled Earliest Acceleration Date, the Scheduled Earliest Acceleration Date shall be the date of such Acquisition Transaction Announcement.

(b)           “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Buyer or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Buyer or a third party.

(c)           “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Buyer with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Buyer, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction with respect to Buyer, (iv) any acquisition by Counterparty or any of its subsidiaries where the aggregate consideration transferable by Counterparty or any of its subsidiaries exceeds 50% of the market capitalization of Counterparty, (v) any lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Buyer or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Buyer or its subsidiaries exceeds 15% of the market capitalization of Buyer and (vi) any transaction in which Buyer or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

9.Staggered Settlement.  Notwithstanding anything to the contrary herein, Wells Fargo may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.

10.Transfer and Assignment.  Notwithstanding anything to the contrary in the Agreement, Wells Fargo may assign, transfer and set over all its rights, title and interest, powers, privileges and remedies under any Transaction, in whole or in part, to an affiliate of Wells Fargo, without the consent of Counterparty; provided that to the extent any of Wells Fargo’s obligations in respect of the Transaction is not completed by such assignee or transferee, Wells Fargo shall be obligated to continue to perform or to cause any other of its affiliates to perform in respect of such obligations.

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11.Registration Provisions.  Counterparty hereby agrees that if, in the good faith and commercially reasonable judgment of Wells Fargo, any Shares acquired by Wells Fargo for the purpose of hedging its obligations pursuant to the Transaction or otherwise delivered by the Counterparty to Wells Fargo for any reason hereunder cannot be sold in the public market by Wells Fargo without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Wells Fargo to sell such Shares in a registered offering, make available to Wells Fargo an effective registration statement under the Securities Act to cover the resale of such Shares and (A) enter into an agreement, in form and substance reasonably satisfactory to Wells Fargo, substantially in the form of an underwriting agreement for a registered offering of similar size, (B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities of similar size, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Wells Fargo, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities of similar size and (E) afford Wells Fargo a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities of similar size; provided that if Wells Fargo, in its commercially reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 11 shall apply; or (ii) in order to allow Wells Fargo to sell such Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance satisfactory to Wells Fargo, including customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Wells Fargo, due diligence rights (for Wells Fargo or any designated buyer or buyers of the Shares from Wells Fargo), opinions and certificates and such other documentation as is customary for private placements agreements, all commercially reasonably acceptable to Wells Fargo (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, using commercially reasonable judgment, to compensate Wells Fargo for any discount from the public market price of the Shares incurred on the sale of such Shares in a private placement).

12.Calculations and Payment Date upon Early Termination.  The parties acknowledge and agree that in calculating (a) the Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of the Transaction (whether in whole or in part) pursuant to Article 12 of the Equity Definitions as a result of an Extraordinary Event, Wells Fargo may (but need not) determine such amount based on the price at which one or more market participants would offer to sell to the Seller a block of Shares equal in number to the Seller’s hedge position in relation to the Transaction.  Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement or upon cancellation or termination of the Transaction under Article 12 of the Equity Definitions will be payable on the day that notice of the amount payable is effective.

13.Counterparts.  This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

14.Waiver of Trial by Jury.  EACH PARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF WELLS FARGO, THE AGENT OR THEIR AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

15.Adjustments.  For the avoidance of doubt, whenever the Seller, Calculation Agent, Wells Fargo or Determining Party are called upon to make an adjustment or determination pursuant to the terms of this Confirmation or the Definitions to take into account the effect of an event, the Seller, Calculation Agent and Determining shall make such adjustment or determination by reference to the effect of such event on

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the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable Hedge Position at the time of the event.  All adjustments, calculations and determinations by Wells Fargo hereunder whether as Seller, Calculation Agent or as Determining Party or following the occurrence of an Early Termination Date shall be made in good faith and in a commercially reasonable manner.  Seller shall provide to Counterparty prompt notice of any such adjustments, calculations or determinations made with respect to the Transaction, and shall, upon Counterparty’s request, also provide within seven Scheduled Trading Days following such request, a schedule or other reasonably detailed explanation of the basis for and determination of each adjustment, calculation or determination (including the methodology and inputs) and information from internal sources used in making such calculation, adjustment or determination, but without disclosing any confidential or proprietary models or any confidential or proprietary information.

16.Amendments to the Equity Definitions.

(a)Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or such Transaction” at the end of the sentence.

(b)Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with “an” in the fifth line thereof, (ii) adding the phrase “or such Transaction” after the words “the relevant Shares” in the same sentence, (iii) deleting the words “dilutive or concentrative” in the sixth to last line thereof, and (iv) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”

(c)Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the word “a material”; and adding the phrase “or the relevant Transaction” at the end of the sentence.

(d)Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Wells Fargo’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.”

(e)Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

(i)deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and

(ii)replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.

(f)Section 12.9(b)(v) of the Equity Definitions is hereby amended by:

(i)adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and

(ii)(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other” and (4) deleting clause (X) in the final sentence.

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to CorporateDerivativeNotifications@wellsfargo.com.

WELLS FARGO BANK, NATIONAL ASSOCIATION		APTARGROUP, INC.
By:	/s/ Thomas Yates	By:	/s/ Robert W. Kuhn
	Name: Thomas Yates		Name: Robert W. Kuhn
	Title: Managing Director		Title:	Executive Vice President,
				Chief Financial Officer and Secretary

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Appendix A

Initial Shares:	3,133,814 Shares; provided that if Wells Fargo is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Seller is able to so borrow or otherwise acquire.
Prepayment Amount:	$250,000,000
Threshold Price:	$31.91
Valuation Date:	[DELETED] (or if such date is not an Exchange Business Day, the next following Exchange Business Day) (such date, the “Scheduled Valuation Date”); provided that Seller shall have the right in its absolute discretion, to accelerate the Valuation Date to any date that is on or after [DELETED] (or if such date is not an Exchange Business Day, the next following Exchange Business Day) (such date, the “Scheduled Earliest Acceleration Date”), by giving notice prior to 8:00 pm New York City time on the Scheduled Trading Day following such date.
Averaging Dates:	Each Scheduled Trading Day starting on the first Scheduled Trading Day following the Trade Date and ending on, and including, the Valuation Date.
Price Adjustment:	[DELETED]
Ordinary Dividend Amount:	$0.28
Expected Ex-Dividend Dates:	January 26, 2015 April 27, 2015 July 27, 2015
Potential Liquidity Disruption Day:	Any Averaging Date on which the 5 day market-wide average daily trading volume of the Shares prior to (but excluding) such Averaging Date, as determined by the Calculation Agent, is less than [DELETED] Shares.
Maximum Stock Loan Rate:	200 basis points per annum
Initial Stock Loan Rate:	25 basis points per annum

EX-21

Exhibit 21

APTARGROUP, INC.

LIST OF SUBSIDIARIES

	State or Other
	Jurisdiction of	Percentage
	Incorporation	Owned
AptarGroup International L.L.C.	Delaware	100	%
Seaquist Canada Ltd.	Canada	100	%
Asia Pacific Inspection Center (Suzhou) Co., Ltd.	China	55	%
AIGE LLC	Delaware	100	%
PT. Aptar B&H Indonesia	Indonesia	100	%
AptarGroup Global Holding S.a.r.l.	Luxembourg	100	%
Aptar Ventures LLC	Delaware	100	%
Aptar Queretaro S.A. de C.V.	Mexico	100	%
AptarGroup International Holding S.a.r.l.	Luxembourg	100	%
Aptar B&H S.A.	Argentina	100	%
H. Engelmann S.A.I.C.F. el	Argentina	100	%
Aptar B&H Embalagens Ltda.	Brazil	100	%
Graphocolor do Brasil Embalagens Ltda.	Brazil	100	%
MBF Embalagens Ltda.	Brazil	100	%
Aptar Cali SAS	Colombia	100	%
Aptar Andina SAS	Colombia	100	%
Aptargroup UK Holdings Ltd.	United Kingdom	100	%
AptarGroup International Investment Limited	Ireland	100	%
Aptar (Thailand) Ltd.	Thailand	100	%
AptarGroup Holding S.A.S.	France	100	%
Aptargroup Holding GmbH	Germany	100	%
Desotec GmbH	Germany	23.5	%
Aptar Radolfzell GmbH	Germany	100	%
Aptar Pharma Japan Ltd.	Japan	100	%
P&P Promotion of German Manufacturing Technologies GmbH	Germany	100	%
Seaquist Closures Spain, S.A.	Spain	100	%
Aptar Freyung GmbH	Germany	100	%
Aptar Ckyne s.r.o.	Czech Republic	100	%
Aptar Dortmund GmbH	Germany	100	%
Aptar Menden GmbH	Germany	100	%
AptarGroup S.A.S.	France	100	%
Aptar South Europe SARL	France	100	%
Aptar Italia S.p.A.	Italy	100	%
Aptar Milano S.r.l.	Italy	100	%
Seaquist Closures France S.A.S.	France	100	%
Graphocolor S.A.S.	France	100	%
Aptar Stelmi SAS	France	100	%
Aptar France S.A.S.	France	100	%
GIE Aptar Louveciennes	France	100	%
MBF Developpement S.A.S.	France	100	%
MBF Plastiques S.A.S.	France	100	%
Aptar Ballinasloe Limited	Ireland	100	%
Aptar Madrid S.A.	Spain	100	%
Aptar Mezzovico S.A.	Switzerland	100	%
EP Systems S.A. en Liquidation	Switzerland	100	%
OOO Aptar Vladimir	Russia	100	%
Aptar UK Ltd.	United Kingdom	100	%
Valois U.K. Limited	United Kingdom	100	%
Seaquist Perfect Dispensing Limited	United Kingdom	100	%
Seaquist Closures, Ltd.	United Kingdom	100	%
EMSAR UK Ltd.	United Kingdom	100	%
Bapco Closures Holdings Limited	United Kingdom	20	%
Oval Medical Technologies Limited	United Kingdom	15.64	%

	State or Other
	Jurisdiction of	Percentage
	Incorporation	Owned
Aptar Suzhou Dispensing Systems Co. Ltd.	China	100	%
Aptar Beauty + Home India Private Ltd.	India	100	%
Aptar Pharma India Private Limited	India	100	%
Next Breath LLC	Maryland	70	%
Philson, Inc.	Connecticut	100	%
American Stelmi Corporation	Delaware	100	%

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-40326, 333-115872, 333-152525, 333-156761, 333-174549 and 333-197862) of AptarGroup, Inc. of our report dated February 27, 2015, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Chicago, Illinois

February 27, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephen J. Hagge, certify that:

1.     I have reviewed this annual report on Form 10-K 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 annual 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:	February 27, 2015
By:	/s/ STEPHEN J. HAGGE
	Stephen J. Hagge
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert W. Kuhn, certify that:

1.I have reviewed this annual report on Form 10-K 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 annual 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:	February 27, 2015
By:	/s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary

EX-32.1

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, the president and chief executive officer of AptarGroup, Inc., certify that (i) the Annual Report on Form 10-K of AptarGroup, Inc. for the year ended December 31, 2014 (the “Form 10-K”) 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-K 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

February 27, 2015

EX-32.2

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, chief financial officer and secretary of AptarGroup, Inc., certify that (i) the Annual Report on Form 10-K of AptarGroup, Inc. for the year ended December 31, 2014 (the “Form 10-K”) 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-K 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
	February 27, 2015

XML

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2014

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Schedule of Fair Value of Derivative Instruments in the Consolidated Balance Sheets

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2014		December 31, 2013
Derivative Assets
Foreign Exchange Contracts	Prepayments and other	$	1,037	$	3,003
Foreign Exchange Contracts	Miscellaneous Other Assets		7		985
		$	1,044	$	3,988
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	2,378	$	522
Foreign Exchange Contracts	Deferred and other non-current liabilities		115		110
		$	2,493	$	632

Effect of Derivative Instruments on the Consolidated Statements of Income

The Effect of Derivative Instruments on the Consolidated Statements of Income
for the Fiscal Years Ended December 31, 2014 and December 31, 2013

Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivative	Amount of (Loss) Gain Recognized in Income on Derivative
		2014			2013
Foreign Exchange Contracts	Other (Expense) Income Miscellaneous, net	$	(2,368	)	$	3,307
		$	(2,368	)	$	3,307

Schedule of offsetting derivative assets and liabilities

							Gross Amounts not Offset in the Statement of Financial Position
			Gross Amounts Offset in the Financial Position		Net Amounts Presented in the Statement of Financial Position
	Gross Amount						Financial Instruments		Cash Collateral Received		Net Amount
Description
December 31, 2014
Derivative Assets	$	1,044		—	$	1,044		—		—	$	1,044
Total Assets	$	1,044		—	$	1,044		—		—	$	1,044
Derivative Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
Total Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
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

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES.
Accounts payable, principally trade	$ 116,374	$ 150,122
Accrued employee compensation costs	125,227	126,845
Customer deposits and other unearned income	42,641	37,084
Other accrued liabilities	68,520	89,000
Total	$ 352,762	$ 403,051

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2014 segment	Dec. 31, 2013	Dec. 31, 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable segments	3
BASIS OF PRESENTATION
Expense recognized related to the plan		$ 14,525,000	$ 4,678,000
INVESTMENTS IN AFFILIATED COMPANIES
Dividends received from affiliates	0	0	0
European Restructuring Plan
BASIS OF PRESENTATION
Expense recognized related to the plan		14,600,000
Accelerated depreciation		$ 2,725,000	$ 1,576,000

XML

CAPITAL STOCK (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CAPITAL STOCK
Authorized common stock (in shares)	199,000,000	199,000,000
Common stock and treasury stock and the share activity
Balance at the beginning of the year (in shares)	85,400,000
Common stock repurchases (in shares)	4,500,000	2,000,000
Balance at the end of the year (in shares)	86,300,000	85,400,000
Cash dividends paid on the common stock (in shares)	$ 71,072	$ 66,133	$ 58,442
Common Stock Par Value
Common stock and treasury stock and the share activity
Balance at the beginning of the year (in shares)	85,364,303	84,086,341
Restricted stock vestings (in shares)	9,924	12,046
Balance at the end of the year (in shares)	86,267,467	85,364,303
Common Stock Par Value | Stock Awards Plans
Common stock and treasury stock and the share activity
Stock option exercises (in shares)	851,396	1,217,583
Common Stock Par Value | Director Stock Option Plans
Common stock and treasury stock and the share activity
Stock option exercises (in shares)	41,844	48,333
Treasury Stock
Common stock and treasury stock and the share activity
Balance at the beginning of the year (in shares)	19,979,833	18,158,002
Common stock repurchases (in shares)	4,533,814	2,001,000
Balance at the end of the year (in shares)	24,336,367	19,979,833
Treasury Stock | Stock Awards Plans
Common stock and treasury stock and the share activity
Stock option exercises (in shares)	(177,280)	(179,169)

XML

INCOME TAXES (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income before income taxes:
United States	$ 31,681,000	$ 28,968,000	$ 58,250,000
International	254,620,000	235,415,000	183,123,000
Income before Income Taxes	286,301,000	264,383,000	241,373,000
Current:
U.S. Federal	14,023,000	7,174,000	17,027,000
State/Local	42,000	(631,000)	491,000
International	99,585,000	79,070,000	70,450,000
Total Current	113,650,000	85,613,000	87,968,000
Deferred:
U.S. Federal/State	(10,130,000)	9,575,000	8,757,000
International	(8,843,000)	(2,731,000)	(17,772,000)
Total Deferred	(18,973,000)	6,844,000	(9,015,000)
Total	94,677,000	92,457,000	78,953,000
Statutory federal income tax rate (as a percent)	35.00%	35.00%	35.00%
Reconciliation of actual income tax provision and tax provision computed by applying statutory federal income tax rate
Income tax at statutory rate	100,205,000	92,534,000	84,481,000
State income taxes (benefits), net of federal benefit (tax)	770,000	(610,000)	717,000
Provision for distribution of current foreign earnings	695,000	11,388,000	9,552,000
Rate differential on earnings of foreign operations	(5,478,000)	(10,167,000)	(14,865,000)
Other items, net	(1,515,000)	(688,000)	(932,000)
Provision for Income Taxes	94,677,000	92,457,000	78,953,000
Effective income tax rate (as a percent)	33.10%	35.00%	32.70%
Net additional tax expense due to repatriations		10,100,000
Increase in tax provision due to tax law changes in France		6,700,000	700,000
Additional French distribution taxes effective for repatriation of foreign earnings		2,300,000
Benefit from the expected use of net operating losses in Brazil		3,600,000
Benefit from a tax law change in Italy		1,400,000
Tax benefits related to Brazilian capital incentive			700,000
Deferred tax benefits pertaining to merger of entity's Indian operations			1,800,000
Deferred Tax Assets:
Pension liabilities	35,582,000	21,106,000
Stock options	15,672,000	10,785,000
Foreign tax credit carryforward	10,348,000
Net operating loss carryforwards	7,896,000	6,675,000
U.S. state tax credits	7,641,000	6,192,000
Vacation	5,892,000	6,109,000
Workers compensation	4,526,000	4,180,000
Other	9,584,000	15,709,000
Total gross deferred tax assets	97,141,000	70,756,000
Less valuation allowance	(7,734,000)	(4,840,000)
Net deferred tax assets	89,407,000	65,916,000
Deferred Tax Liabilities:
Depreciation, amortization and leases	53,121,000	61,316,000
Acquisition related intangibles	18,058,000	20,100,000
Total gross deferred tax liabilities	71,179,000	81,416,000
Net deferred tax assets / (liabilities)	18,228,000	(15,500,000)
Tax-effected net operating loss carryforwards not subject to expiration	6,200,000
Tax-effected net operating loss subject to expiration	1,700,000
Tax-effected net operating loss carryforwards	7,900,000
U.S. state tax credit carryforwards subject to expiration	7,600,000
Amount of net operating losses and state tax credit carryforwards subject to expiration in the next fiscal year	$ 100,000

XML

ACQUISITIONS (Detail 2) (Stelmi, USD $) In Thousands, unless otherwise specified	0 Months Ended
	Jul. 03, 2012	Jul. 03, 2012
Acquired finite-lived intangible assets
Estimated Fair Value of Asset	$ 47,134	$ 47,134
Customer relationships
Acquired finite-lived intangible assets
Weighted average useful life	15 years
Estimated Fair Value of Asset	7,438	7,438
Acquired technology
Acquired finite-lived intangible assets
Weighted average useful life	15 years
Estimated Fair Value of Asset	37,191	37,191
Trademark
Acquired finite-lived intangible assets
Weighted average useful life	4 years
Estimated Fair Value of Asset	$ 2,505	$ 2,505

XML

RESTRUCTURING INITIATIVES (Tables) (European Restructuring Plan)

12 Months Ended

Dec. 31, 2014

European Restructuring Plan

Restructuring initiatives

Activity associated with the entity's restructuring initiatives

	Beginning Reserve at 12/31/13		Net Charges for the Year Ended 12/31/14		Cash Paid			FX Impact			Ending Reserve at 12/31/14
Employee severance	$	2,521	$	—	$	(2,049	)	$	(113	)	$	359
Other costs		1,735		—		(1,695	)		(40	)		—
Totals	$	4,256	$	—	$	(3,744	)	$	(153	)	$	359

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2014

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES.

Components of accounts payable and accrued liabilities

	2014		2013
Accounts payable, principally trade	$	116,374	$	150,122
Accrued employee compensation costs		125,227		126,845
Customer deposits and other unearned income		42,641		37,084
Other accrued liabilities		68,520		89,000
Total	$	352,762	$	403,051

XML

ACQUISITIONS (Detail 3) (Stelmi, USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stelmi
Acquisitions
Transaction costs excluded from supplemental pro forma earnings (after tax)			$ 4,200,000
Nonrecurring expense related to the fair value adjustment to acquisition-date inventory excluded from supplemental pro forma earnings (after tax)			2,500,000
Unaudited pro forma financial information
Net Sales	2,598,000	2,520,000	2,395,000
Net Income Attributable to AptarGroup, Inc.	$ 192,000	$ 172,000	$ 174,000
Net Income per common share - basic	$ 2.95	$ 2.60	$ 2.62
Net Income per common share - diluted	$ 2.85	$ 2.52	$ 2.54

XML

SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014 segment	Dec. 31, 2013	Dec. 31, 2012
SEGMENT INFORMATION
Number of reportable segments									3
Financial information regarding the Company's reportable segments
Net Sales	$ 599,185	$ 651,942	$ 670,631	$ 676,051	$ 637,295	$ 623,644	$ 641,441	$ 617,633	$ 2,597,809	$ 2,520,013	$ 2,331,036
Income before interest and taxes									302,533	281,664	257,327
Interest expense, net									(16,232)	(17,281)	(15,954)
Income before Income Taxes									286,301	264,383	241,373
Depreciation and Amortization									152,218	149,956	137,022
Capital Expenditures									161,940	151,510	174,053
Total Assets	2,437,190				2,497,762				2,437,190	2,497,762	2,324,412
Restructuring Initiatives and Related Depreciation Expense by Segment
Employee Severance and Other Costs										11,800	3,102
Total Restructuring Initiatives and Related Depreciation expense										14,525	4,678
Restructuring Initiatives
Financial information regarding the Company's reportable segments
Income before interest and taxes										(14,525)	(4,678)
Depreciation and Amortization										2,725	1,576
European Restructuring Plan
Restructuring Initiatives and Related Depreciation Expense by Segment
Depreciation										2,725	1,576
Employee Severance and Other Costs										11,844	3,314
Total Restructuring Initiatives and Related Depreciation expense										14,600
Prior Year Initiatives
Restructuring Initiatives and Related Depreciation Expense by Segment
Employee Severance and Other Costs										(44)	(212)
Beauty + Home
Financial information regarding the Company's reportable segments
Net Sales									1,498,297	1,488,145	1,453,940
Income before interest and taxes									98,368	109,272	123,527
Depreciation and Amortization									85,469	83,328	82,828
Capital Expenditures									76,544	81,247	97,010
Total Assets	1,193,370				1,318,933				1,193,370	1,318,933	1,240,101
Beauty + Home | Restructuring Initiatives
Restructuring Initiatives and Related Depreciation Expense by Segment
Total Restructuring Initiatives and Related Depreciation expense										14,548	4,787
Pharma
Financial information regarding the Company's reportable segments
Net Sales									751,226	708,774	588,693
Income before interest and taxes									204,698	189,689	141,912
Depreciation and Amortization									41,690	39,812	33,122
Capital Expenditures									37,455	32,643	24,953
Total Assets	619,304				676,420				619,304	676,420	659,132
Food + Beverage
Financial information regarding the Company's reportable segments
Net Sales									348,286	323,094	288,403
Income before interest and taxes									37,728	35,186	30,415
Depreciation and Amortization									20,179	18,871	15,605
Capital Expenditures									32,148	19,339	32,282
Total Assets	263,742				253,774				263,742	253,774	233,553
Food + Beverage | Restructuring Initiatives
Restructuring Initiatives and Related Depreciation Expense by Segment
Total Restructuring Initiatives and Related Depreciation expense										(23)	(109)
Corporate & Other
Financial information regarding the Company's reportable segments
Income before interest and taxes									(38,261)	(37,958)	(33,849)
Depreciation and Amortization									4,880	5,220	3,891
Capital Expenditures									15,793	18,281	19,808
Total Assets	360,774				248,635				360,774	248,635	191,626
Operating segment
Financial information regarding the Company's reportable segments
Net Sales									2,622,967	2,534,138	2,346,447
Operating segment | Beauty + Home
Financial information regarding the Company's reportable segments
Net Sales									1,522,444	1,501,611	1,468,599
Operating segment | Pharma
Financial information regarding the Company's reportable segments
Net Sales									751,226	709,058	588,853
Operating segment | Food + Beverage
Financial information regarding the Company's reportable segments
Net Sales									349,297	323,469	288,995
Intersegment
Financial information regarding the Company's reportable segments
Net Sales									(25,158)	(14,125)	(15,411)
Intersegment | Beauty + Home
Financial information regarding the Company's reportable segments
Net Sales									(24,147)	(13,466)	(14,659)
Intersegment | Pharma
Financial information regarding the Company's reportable segments
Net Sales										(284)	(160)
Intersegment | Food + Beverage
Financial information regarding the Company's reportable segments
Net Sales									$ (1,011)	$ (375)	$ (592)

XML

DEBT (Details) (USD $)	0 Months Ended		12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Jan. 31, 2014	Jan. 31, 2012
Debt
Average annual interest rate on short-term notes payable (as a percent)			1.50%	3.10%
Long-term obligations including current maturities			$ 607,584,000	$ 356,139,000
Current maturities of long-term obligations			(18,692,000)	(1,325,000)
Total long-term obligations			588,892,000	354,814,000
Aggregate long-term maturities, excluding capital lease obligations
2015			18,057,000
2016			51,217,000
2017			0
2018			75,000,000
2019			0
Thereafter			460,886,000
Unsecured lines of credit
Debt
Average borrowings			198,300,000	61,400,000
Revolving credit facility
Debt
Revolving credit, maximum borrowing facility						300,000,000
Extension of maturity date	1 year	1 year
Amount of permitted receivables transactions prior to amendment	100,000,000				100,000,000
Amount of permitted receivables transactions	150,000,000				150,000,000
Reduction in cost of committed funds	0.125%				0.125%
Reduction in cost of uncommitted funds	0.025%				0.025%
Amount outstanding under line of credit			230,000,000	110,000,000
Credit facility interest and fees			2,700,000	1,000,000
Notes payable 0.61% - 31.25%, due in monthly and annual installments through 2027
Debt
Long-term obligations including current maturities			5,160,000	3,230,000
Interest rate on notes payable, low end of range (as a percent)			0.61%	0.61%
Interest rate on notes payable, high end of range (as a percent)			31.25%	31.25%
Senior unsecured notes 2.3%, due in 2015
Debt
Long-term obligations including current maturities			16,000,000	16,000,000
Interest rate on senior unsecured notes (as a percent)			2.30%	2.30%
Senior unsecured notes 6.0% due in 2016
Debt
Long-term obligations including current maturities			50,000,000	50,000,000
Interest rate on senior unsecured notes (as a percent)			6.00%	6.00%
Senior unsecured notes 6.0%, due in 2018
Debt
Long-term obligations including current maturities			75,000,000	75,000,000
Interest rate on senior unsecured notes (as a percent)			6.00%	6.00%
Senior unsecured notes 3.8%, due in 2020
Debt
Long-term obligations including current maturities			84,000,000	84,000,000
Interest rate on senior unsecured notes (as a percent)			3.80%	3.80%
Senior unsecured notes 3.2%, due in 2022
Debt
Long-term obligations including current maturities			75,000,000	75,000,000
Interest rate on senior unsecured notes (as a percent)			3.20%	3.20%
Senior unsecured notes 3.5% due in 2023
Debt
Long-term obligations including current maturities			125,000,000
Interest rate on senior unsecured notes (as a percent)			3.50%	3.50%
Senior unsecured notes 3.4%, due in 2024
Debt
Long-term obligations including current maturities			50,000,000	50,000,000
Interest rate on senior unsecured notes (as a percent)			3.40%	3.40%
Senior unsecured notes 3.6% due in 2025
Debt
Long-term obligations including current maturities			125,000,000
Interest rate on senior unsecured notes (as a percent)			3.60%	3.60%
Capital lease obligations
Debt
Long-term obligations including current maturities			$ 2,424,000	$ 2,909,000

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NONRECURRING EVENTS (Details) (Graphocolor, Fire, Beauty + Home, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Graphocolor | Fire | Beauty + Home
NONRECURRING EVENTS
Costs related to fire	$ 5.5
Advances on insurance proceeds received	1.8
Insurance receivable	2.4
Net expenses reported	1.3
Gain contingencies recognized	$ 0

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QUARTERLY DATA (UNAUDITED) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
QUARTERLY DATA (UNAUDITED)
Net Sales	$ 599,185	$ 651,942	$ 670,631	$ 676,051	$ 637,295	$ 623,644	$ 641,441	$ 617,633	$ 2,597,809	$ 2,520,013	$ 2,331,036
Gross profit	154,829	171,547	182,483	186,791	165,543	163,677	172,721	164,213	695,650	666,154
Net Income	41,512	48,620	53,084	48,408	36,836	45,232	49,880	39,978	191,624	171,926	162,420
Net Income Attributable to AptarGroup, Inc.	$ 41,598	$ 48,595	$ 53,076	$ 48,389	$ 36,899	$ 45,264	$ 49,802	$ 40,029	$ 191,658	$ 171,994	$ 162,612
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic (in dollars per share)	$ 0.65	$ 0.75	$ 0.81	$ 0.74	$ 0.56	$ 0.68	$ 0.75	$ 0.61	$ 2.95	$ 2.60	$ 2.45
Diluted (in dollars per share)	$ 0.63	$ 0.73	$ 0.79	$ 0.71	$ 0.54	$ 0.67	$ 0.73	$ 0.59	$ 2.85	$ 2.52	$ 2.38
Dividends per Common Share (in dollars per share)	$ 0.28	$ 0.28	$ 0.28	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 1.09	$ 1.00
Stock price high (in dollars per share)	$ 68.67	$ 68.00	$ 67.84	$ 68.78	$ 67.86	$ 60.75	$ 57.76	$ 57.47	$ 68.78	$ 67.86
Stock price low (in dollars per share)	$ 55.59	$ 60.52	$ 64.54	$ 61.18	$ 59.19	$ 55.36	$ 54.13	$ 48.14	$ 55.59	$ 48.14
Average number of shares outstanding:
Basic (in shares)	64,368	64,886	65,328	65,468	65,700	66,092	66,420	66,155	65,009	66,090	66,392
Diluted (in shares)	66,121	66,845	67,438	68,232	67,853	67,986	68,106	68,296	67,292	68,208	68,395

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ACQUISITIONS (Details 1) (USD $)	12 Months Ended	0 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2012	Jul. 03, 2012 item	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2013
Acquisitions
Payment to acquire business	$ 187,840,000
Assets
Goodwill	351,552,000		329,741,000	358,865,000	358,865,000
Stelmi
Acquisitions
Number of manufacturing plants acquired		2
Cost of acquired entity		188,000,000
Sales of acquiree during the reporting period	56,800,000		144,100,000	143,100,000
Pretax income of acquiree during the reporting period	1,500,000		23,900,000	24,700,000
Fair value and other acquisition adjustments	6,600,000
Acquisition costs	5,900,000
Assets
Cash and equivalents		68,335,000
Accounts receivable		23,540,000
Inventories		16,826,000
Prepaid and other		3,256,000
Property, plant and equipment		42,073,000
Goodwill		111,031,000
Intangible assets		47,134,000
Other miscellaneous assets		6,092,000
Liabilities
Current maturities of long-term obligations		675,000
Accounts payable and accrued liabilities		26,064,000
Long-term obligations		885,000
Deferred income taxes		22,440,000
Retirement and deferred compensation plans		12,049,000
Net assets acquired		256,174,000
Bapco
Acquisitions
Percentage of interest acquired				20.00%	20.00%
Payment to acquire business					$ 5,200,000

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STOCK-BASED COMPENSATION (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
STOCK-BASED COMPENSATION
Proceeds from stock option exercises	$ 37,793,000	$ 43,348,000	$ 44,637,000
Stock options
STOCK-BASED COMPENSATION
Award vesting period	3 years
Expiration period	10 years
Compensation expense	18,000,000	13,700,000	12,700,000
Compensation expense, net of tax	11,700,000	9,200,000	8,500,000
Income tax benefit related to compensation expense	6,300,000	4,500,000	4,200,000
Weighted-average fair value of stock options granted (in dollars per share)	$ 14.82	$ 10.16	$ 10.35
Fair value of shares vested	14,100,000	13,000,000	12,100,000
Proceeds from stock option exercises	37,800,000
Actual tax benefit realized for the tax deduction from option exercises	10,000,000
Unrecognized compensation cost expected to be recognized in future periods	13,200,000
Weighted-average period over which compensation cost is expected to be recognized	1 year 4 months 24 days
Stock options | Selling, research & development and administrative expenses
STOCK-BASED COMPENSATION
Compensation expense	16,000,000	12,100,000	11,300,000
Stock Awards Plans | Stock options
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)	1.70%	1.80%	1.80%
Expected Stock Price Volatility (as a percent)	22.20%	22.70%	22.90%
Risk-free Interest Rate (as a percent)	2.30%	1.30%	1.30%
Expected Life of Option (years)	6 years 10 months 24 days	6 years 10 months 24 days	6 years 10 months 24 days
Stock options activity
Outstanding at the beginning of the period (in shares)	7,815,932
Granted (in shares)	1,379,850
Exercised (in shares)	(1,028,676)
Forfeited or expired (in shares)	(59,300)
Outstanding at the end of the period (in shares)	8,107,806	7,815,932
Exercisable at the end of the period (in shares)	5,468,032
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 41.26
Granted (in dollars per share)	$ 67.93
Exercised (in dollars per share)	$ 33.23
Forfeited or expired (in dollars per share)	$ 51.46
Outstanding at the end of the period (in dollars per share)	$ 46.74	$ 41.26
Exercisable at the end of the period (in dollars per share)	$ 40.26
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	6 years
Exercisable at the end of the period	4 years 9 months 18 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	164,487,000
Exercisable at the end of the period	145,338,000
Intrinsic Value of Options Exercised	33,059,000	37,822,000	42,226,000
Stock Awards Plans | Restricted stock units
STOCK-BASED COMPENSATION
Award vesting period	3 years
Compensation expense	1,800,000	664,000	501,000
Unrecognized compensation cost expected to be recognized in future periods	1,900,000
Weighted-average period over which compensation cost is expected to be recognized	1 year 6 months
Restricted stock unit activity
Balance at the beginning of the period (in shares)	25,681
Granted (in shares)	47,671
Vested (in shares)	(11,602)
Balance at the end of the period (in shares)	61,750	25,681
Weighted-Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 53.49
Granted (in dollars per share)	$ 67.08
Vested (in dollars per share)	$ 52.96
Nonvested at the end of the period (in dollars per share)	$ 64.09	$ 53.49
Fair value of units vested	614,000	571,000	316,000
Intrinsic value of units vested	761,000	661,000	448,000
Director Stock Option Plans | Stock options
STOCK-BASED COMPENSATION
Weighted-average fair value of stock options granted (in dollars per share)	$ 14.07	$ 10.89	$ 10.59
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)	1.80%	1.90%	1.70%
Expected Stock Price Volatility (as a percent)	22.20%	23.00%	22.50%
Risk-free Interest Rate (as a percent)	2.20%	1.30%	1.30%
Expected Life of Option (years)	6 years 10 months 24 days	6 years 10 months 24 days	6 years 10 months 24 days
Stock options activity
Outstanding at the beginning of the period (in shares)	313,834
Granted (in shares)	95,000
Exercised (in shares)	(40,166)
Outstanding at the end of the period (in shares)	368,668	313,834
Exercisable at the end of the period (in shares)	188,159
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 48.85
Granted (in dollars per share)	$ 66.59
Exercised (in dollars per share)	$ 47.96
Outstanding at the end of the period (in dollars per share)	$ 53.52	$ 48.85
Exercisable at the end of the period (in dollars per share)	$ 45.98
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	7 years 3 months 18 days
Exercisable at the end of the period	5 years 10 months 24 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	4,912,000
Exercisable at the end of the period	3,924,000
Intrinsic Value of Options Exercised	741,000	732,000	1,674,000
New long-term incentive program
STOCK-BASED COMPENSATION
Compensation expense	530,000
Performance period used to measure cumulative total shareholder return of common stock	3 years
Expected total expense related to program over the performance period	$ 1,000,000

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NONRECURRING EVENTS

12 Months Ended

Dec. 31, 2014

NONRECURRING EVENTS

NONRECURRING EVENTS

NOTE 18 NONRECURRING EVENTS

 A fire caused damages to the roof and production area of an AptarGroup subsidiary, Graphocolor do Brasil Embalagens Ltda, on September 1, 2014. Graphocolor is located in Jundiai, Brazil. There were no reported injuries. Graphocolor is primarily an internal supplier to AptarGroup of anodized aluminum components for certain dispensing systems sold to the regional beauty and personal care markets. Repairs of the facility are progressing as planned and this event has not impacted our ability to service our customers. AptarGroup is insured for the damages caused by the fire, including business interruption insurance, and it does not expect this incident to have a material impact on its financial results. Costs, including the write-off of damaged fixed assets and inventory along with labor and other direct costs related to the fire, of $5.5 million were incurred during 2014, for which we have already received advanced insurance proceeds of $1.8 million. We have established an additional insurance receivable of $2.4 million for known losses for which insurance reimbursement is probable. In many cases, our insurance coverage exceeds the amount of these covered losses. No gain contingencies have been recognized as our ability to realize those gains remains uncertain. Therefore, we are reporting net expenses of $1.3 million related to the Graphocolor fire during 2014. These costs are included in the Beauty + Home segment.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2014 item	Dec. 31, 2013	Dec. 31, 2012
Goodwill
Number of reportable units	4
Impairment of goodwill	$ 0
IMPAIRMENT OF LONG-LIVED ASSETS
Adjustment for accelerated depreciation		1,500,000
RESEARCH & DEVELOPMENT EXPENSES
Research and development expenses incurred net of customer funded research and development or government research and development credits	76,200,000	71,800,000	65,400,000
TRANSLATION OF FOREIGN CURRENCIES
Realized and unrealized foreign currency transaction gain (loss)	$ (37,000)	$ (6,300,000)	$ (1,600,000)
Patents, non-compete agreements and license agreements | Minimum
FINITE-LIVED INTANGIBLE ASSETS
Finite-Lived Intangible Asset, Useful Life	3 years
Patents, non-compete agreements and license agreements | Maximum
FINITE-LIVED INTANGIBLE ASSETS
Finite-Lived Intangible Asset, Useful Life	20 years

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STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2014

STOCK-BASED COMPENSATION

Weighted-average assumptions used to estimate fair value of stock options granted

Stock Awards Plans: Years ended December 31,	2014		2013		2012
Dividend Yield		1.7%		1.8%		1.8%
Expected Stock Price Volatility		22.2%		22.7%		22.9%
Risk-free Interest Rate		2.3%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

Director Stock Option Plans: Years ended December 31,	2014		2013		2012
Dividend Yield		1.8%		1.9%		1.7%
Expected Stock Price Volatility		22.2%		23.0%		22.5%
Risk-free Interest Rate		2.2%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

Summary of option activity

	Stock Awards Plans					Director Stock Option Plans
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding, January 1, 2014		7,815,932		$	41.26		313,834		$	48.85
Granted		1,379,850			67.93		95,000			66.59
Exercised		(1,028,676	)		33.23		(40,166	)		47.96
Forfeited or expired		(59,300	)		51.46		—			—
Outstanding at December 31, 2014		8,107,806		$	46.74		368,668		$	53.52
Exercisable at December 31, 2014		5,468,032		$	40.26		188,159		$	45.98
Weighted-Average Remaining Contractual Term (Years):
Outstanding at December 31, 2014		6.0								7.3
Exercisable at December 31, 2014		4.8								5.9
Aggregate Intrinsic Value:
Outstanding at December 31, 2014	$	164,487							$	4,912
Exercisable at December 31, 2014	$	145,338							$	3,924
Intrinsic Value of Options Exercised During the Years Ended:
December 31, 2014	$	33,059							$	741
December 31, 2013	$	37,822							$	732
December 31, 2012	$	42,226							$	1,674

Summary of restricted stock unit activity

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014		25,681		$	53.49
Granted		47,671			67.08
Vested		(11,602	)		52.96
Nonvested at December 31, 2014		61,750		$	64.09

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SEGMENT INFORMATION (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net sales by product information
Net Sales	$ 599,185	$ 651,942	$ 670,631	$ 676,051	$ 637,295	$ 623,644	$ 641,441	$ 617,633	$ 2,597,809	$ 2,520,013	$ 2,331,036
Pumps
Net sales by product information
Net Sales									1,111,536	1,093,514	1,044,226
Closures
Net sales by product information
Net Sales									611,144	594,135	605,493
Valves
Net sales by product information
Net Sales									350,106	327,635	327,251
Injectables
Net sales by product information
Net Sales									143,631	142,116	56,465
Other
Net sales by product information
Net Sales									$ 381,392	$ 362,613	$ 297,601

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2014

RETIREMENT AND DEFERRED COMPENSATION PLANS

Change in the projected benefit obligation, plan assets at fair value and funded status

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	129,448		$	136,321		$	84,660		$	80,610
Service cost		8,042			8,539			4,186			3,901
Interest cost		5,928			4,992			2,711			2,676
Business acquired		—			—			—			—
Curtailment/Settlement		—			—			—			(1,342	)
Actuarial (gain) loss		33,058			(14,260	)		14,765			(1,752	)
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(12,051	)		3,519
Benefit obligation at end of year	$	171,501		$	129,448		$	91,160		$	84,660

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in plan assets:
Fair value of plan assets at beginning of year	$	100,567		$	84,587		$	54,075		$	47,876
Actual return on plan assets		5,431			12,063			2,875			1,742
Employer contribution		10,071			10,061			8,016			5,419
Business acquired		—			—			—			—
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(6,461	)		1,990
Fair value of plan assets at end of year	$	111,094		$	100,567		$	55,394		$	54,075
Funded status at end of year	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

Schedule of funded status amounts recognized in the Consolidated Balance Sheet

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Current liabilities	$	(471	)	$	(809	)	$	—		$	—
Non-current liabilities		(59,936	)		(28,072	)		(35,766	)		(30,585	)
	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

Schedule of amounts not recognized as components of periodic benefit cost that are recognized in accumulated other comprehensive loss

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Net actuarial loss	$	64,272		$	32,930		$	36,219		$	24,844
Net prior service cost		—			—			3,471			3,784
Tax effects		(24,102	)		(12,349	)		(12,762	)		(9,116	)
	$	40,170		$	20,581		$	26,928		$	19,512

Schedule of changes in benefit obligations and plan assets recognized in other comprehensive income

	Domestic Plans			Foreign Plans
Current year actuarial loss	$	(34,211	)	$	(12,589	)
Amortization of net loss		2,869			1,214
Amortization of prior service cost		—			313
	$	(31,342	)	$	(11,062	)

Schedule of amounts in accumulated other comprehensive loss expected to be recognized as components of periodic benefit cost in 2015

	Domestic Plans		Foreign Plans
Amortization of net loss	$	5,536	$	1,826
Amortization of prior service cost		—		279
	$	5,536	$	2,105

Components of net periodic benefit cost

	Domestic Plans
	2014			2013			2012
Service cost	$	8,042		$	8,539		$	7,217
Interest cost		5,928			4,992			4,913
Expected return on plan assets		(6,585	)		(5,775	)		(5,604	)
Amortization of net loss		2,869			5,103			3,854
Amortization of prior service cost		—			3			4
Net periodic benefit cost	$	10,254		$	12,862		$	10,384
Curtailment		—			—			—
Total Net periodic benefit cost	$	10,254		$	12,862		$	10,384

	Foreign Plans
	2014			2013			2012
Service cost	$	4,186		$	3,901		$	2,244
Interest cost		2,711			2,676			2,658
Expected return on plan assets		(1,979	)		(1,821	)		(1,538	)
Amortization of net loss		1,214			1,416			475
Amortization of prior service cost		313			373			361
Net periodic benefit cost	$	6,445		$	6,545		$	4,200
Curtailment		—			1			—
Total Net periodic benefit cost	$	6,445		$	6,546		$	4,200

Schedule of projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	77,475
Accumulated benefit obligation		153,778		114,592		67,317		60,707
Fair value of plan assets		111,094		100,567		51,993		47,753

Schedule of PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	81,158
Accumulated benefit obligation		153,778		114,592		67,317		63,527
Fair value of plan assets		111,094		100,567		51,993		50,573

Schedule of weighted-average assumptions used to determine benefit obligations and net periodic benefit cost

	Domestic Plans						Foreign Plans
	2014		2013		2012		2014		2013		2012
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		3.83%		4.75%		3.80%		1.90%		3.24%		3.19%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate		4.75%		3.80%		4.40%		3.24%		3.19%		5.10%
Expected long-term return on plan assets		7.00%		7.00%		7.00%		3.79%		3.79%		3.83%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%

Schedule of domestic and foreign pension plan weighted-average asset allocations by asset category

	Domestic Plans Assets at December 31,				Foreign Plans Assets at December 31,
	2014		2013		2014		2013
Equity securities		47%		49%		5%		5%
Fixed income securities		27%		24%		1%		4%
Corporate debt securities		—		—		12%		12%
Infrastructure		8%		8%		—		—
Hedge funds		15%		10%		—		—
Money market		3%		9%		2%		1%
Investment Funds		—		—		80%		78%
Total		100%		100%		100%		100%

Summary of fair value of pension plan assets

	Domestic Fair Value Measurement at December 31, 2014								Foreign Fair Value Measurement at December 31, 2014
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	3,190	$	3,190	$	—	$	—	$	1,289	$	1,289	$	—	$	—
USD		—		3,190		—		—		—		—		—		—
EUR		—		—		—		—		—		1,289		—		—
Equity Securities (a)	$	52,840	$	52,840		—		—	$	2,625	$	2,625		—		—
US Large Cap Equities		—		29,381		—		—		—		—		—		—
US Small Cap Equities		—		8,493		—		—		—		—		—		—
International Equities		—		14,966		—		—		—		2,625		—		—
Fixed Income (a)	$	29,762	$	19,713		10,049		—	$	574	$	574		—		—
Corporate debts securities		—		—		—		—	$	6,758	$	6,758		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,758		—		—
Hedge Fund (b &c)	$	16,371		—		16,099	$	272		—		—		—		—
Investment Funds		—		—		—		—	$	44,148	$	14,643	$	29,505		—
Mutual Funds in Equities (a)		—		—		—		—		—		2,687		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		11,386		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		570		29,505		—
Infrastructure (c)	$	8,931		—		—	$	8,931		—		—		—		—
Total Investments	$	111,094	$	75,743	$	26,148	$	9,203	$	55,394	$	25,889	$	29,505	$	—

	Domestic Fair Value Measurement at December 31, 2013								Foreign Fair Value Measurement at December 31, 2013
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	9,070	$	9,070	$	—	$	—	$	757	$	757	$	—	$	—
USD		—		9,070		—		—		—		—		—		—
EUR		—		—		—		—		—		757		—		—
Equity Securities (a)	$	49,261	$	49,261		—		—	$	2,547	$	2,547		—		—
US Large Cap Equities		—		20,159		—		—		—		—		—		—
US Small Cap Equities		—		14,521		—		—		—		—		—		—
International Equities		—		14,581		—		—		—		2,547		—		—
Core Fixed Income (a)	$	23,918	$	23,918		—		—		1,950		1,950		—		—
Corporate debts securities		—		—		—		—	$	6,560	$	6,560		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,560		—		—
Hedge Fund (c)	$	9,731		—		—	$	9,731		—		—		—		—
Investment Funds		—		—		—		—	$	42,261	$	15,501	$	26,760		—
Mutual Funds in Equities (a)		—		—		—		—		—		3,628		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		10,040		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		1,833		26,760		—
Infrastructure (c)	$	8,587		—		—	$	8,587		—		—		—		—
Total Investments	$	100,567	$	82,249	$	—	$	18,318	$	54,075	$	27,315	$	26,760	$	—

(a)	Based on third party quotation from financial institution.
(b)	Based on observable market transactions.
(c)	Based on a quarterly statement prepared by the fund manager that reflects contributions, distributions and realized/unrealized gains and losses.

Summary of changes in fair value of pension plan investments classified as Level 3

	Infrastructure Fund			Hedge Fund
Balance, 12/31/12	$	8,015		$	8,575
Return on assets held		725			1,156
Admin fees and other		(153	)		—
Balance, 12/31/13	$	8,587		$	9,731
Purchases, sales and settlements, net		—			(9,387	)
Return on assets held		476			(72	)
Admin fees and other		(132	)		—
Balance, 12/31/14	$	8,931		$	272

Schedule of estimated benefit payments relating to defined benefit plans over the next ten years

	Domestic Plans		Foreign Plans
2015	$	6,777	$	1,951
2016		8,275		1,877
2017		8,925		2,470
2018		9,436		2,921
2019		9,617		4,569
2020 – 2024		62,132		22,853

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $)	12 Months Ended
	Dec. 31, 2014 item	Dec. 31, 2013	Dec. 31, 2012
Changes in the carrying amount of goodwill
Goodwill	$ 331,356,000	$ 360,480,000	$ 353,167,000
Accumulated impairment losses	(1,615,000)	(1,615,000)	(1,615,000)
Goodwill, Total	329,741,000	358,865,000
Goodwill, balance at the beginning of the period	358,865,000	351,552,000
Foreign currency exchange effects	(29,124,000)	7,313,000
Goodwill, balance at the end of the period	329,741,000	358,865,000
Number of reportable units	4
Impairment of goodwill	0
Operating segment | Beauty + Home
Changes in the carrying amount of goodwill
Goodwill	171,149,000	181,002,000	179,890,000
Goodwill, Total	171,149,000	181,002,000
Goodwill, balance at the beginning of the period	181,002,000	179,890,000
Foreign currency exchange effects	(9,853,000)	1,112,000
Goodwill, balance at the end of the period	171,149,000	181,002,000
Operating segment | Pharma
Changes in the carrying amount of goodwill
Goodwill	141,592,000	159,949,000	153,978,000
Goodwill, Total	141,592,000	159,949,000
Goodwill, balance at the beginning of the period	159,949,000	153,978,000
Foreign currency exchange effects	(18,357,000)	5,971,000
Goodwill, balance at the end of the period	141,592,000	159,949,000
Operating segment | Food + Beverage
Changes in the carrying amount of goodwill
Goodwill	17,000,000	17,914,000	17,684,000
Goodwill, Total	17,000,000	17,914,000
Goodwill, balance at the beginning of the period	17,914,000	17,684,000
Foreign currency exchange effects	(914,000)	230,000
Goodwill, balance at the end of the period	17,000,000	17,914,000
Corporate Non-Segment
Changes in the carrying amount of goodwill
Goodwill	1,615,000	1,615,000	1,615,000
Accumulated impairment losses	$ (1,615,000)	$ (1,615,000)	$ (1,615,000)

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FAIR VALUE (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Liabilities
Fair value of long-term obligations	$ 606,000,000	$ 363,000,000
Assets and liabilities measured at fair value on recurring basis | Total
Assets
Forward exchange contracts, assets	1,044,000	3,988,000
Total assets at fair value	1,044,000	3,988,000
Liabilities
Forward exchange contracts, liabilities	2,493,000	632,000
Total liabilities at fair value	2,493,000	632,000
Assets and liabilities measured at fair value on recurring basis | Level 2
Assets
Forward exchange contracts, assets	1,044,000	3,988,000
Total assets at fair value	1,044,000	3,988,000
Liabilities
Forward exchange contracts, liabilities	2,493,000	632,000
Total liabilities at fair value	$ 2,493,000	$ 632,000

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined contribution plan - Domestic Plans
Defined contribution plans
Total contributions by Company	$ 2.8	$ 2.6	$ 2.6
Defined contribution plan - Domestic Plans | Maximum
Defined contribution plans
Employer matching contribution as a percentage of salary	3.00%
Defined contribution plan - Foreign Plans
Defined contribution plans
Total contributions by Company	$ 2.3	$ 2.1	$ 1.8

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QUARTERLY DATA (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2014

QUARTERLY DATA (UNAUDITED)

Schedule of quarterly results of operations and per share information

	Quarter
									Total for Year
	First		Second		Third		Fourth
Year Ended December 31, 2014:
Net sales	$	676,051	$	670,631	$	651,942	$	599,185	$	2,597,809
Gross profit (1)		186,791		182,483		171,547		154,829		695,650
Net Income		48,408		53,084		48,620		41,512		191,624
Net Income Attributable to AptarGroup, Inc.		48,389		53,076		48,595		41,598		191,658
Per Common Share — 2014:
Net Income Attributable to AptarGroup, Inc.
Basic	$	.74	$	.81	$	.75	$	.65	$	2.95
Diluted		.71		.79		.73		.63		2.85
Dividends declared		.25		.28		.28		.28		1.09
Stock price high (2)		68.78		67.84		68.00		68.67		68.78
Stock price low (2)		61.18		64.54		60.52		55.59		55.59
Average number of shares outstanding:
Basic		65,468		65,328		64,886		64,368		65,009
Diluted		68,232		67,438		66,845		66,121		67,292
Year Ended December 31, 2013:
Net sales	$	617,633	$	641,441	$	623,644	$	637,295	$	2,520,013
Gross profit (1)		164,213		172,721		163,677		165,543		666,154
Net Income		39,978		49,880		45,232		36,836		171,926
Net Income Attributable to AptarGroup, Inc.		40,029		49,802		45,264		36,899		171,994
Per Common Share — 2013:
Net Income Attributable to AptarGroup, Inc.
Basic	$	.61	$	.75	$	.68	$	.56	$	2.60
Diluted		.59		.73		.67		.54		2.52
Dividends declared		.25		.25		.25		.25		1.00
Stock price high (2)		57.47		57.76		60.75		67.86		67.86
Stock price low (2)		48.14		54.13		55.36		59.19		48.14
Average number of shares outstanding:
Basic		66,155		66,420		66,092		65,700		66,090
Diluted		68,296		68,106		67,986		67,853		68,208

(1)	Gross profit is defined as net sales less cost of sales and depreciation.
(2)	The stock price high and low amounts are based upon intra-day New York Stock Exchange composite price history.

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INVENTORIES

12 Months Ended

Dec. 31, 2014

INVENTORIES

INVENTORIES

NOTE 2 INVENTORIES

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

	2014		2013
Raw materials	$	108,618	$	114,359
Work in process		94,414		108,924
Finished goods		115,809		137,591
Total		318,841		360,874
Less LIFO reserve		(7,769)		(7,715)
Total	$	311,072	$	353,159

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Accumulated other comprehensive income activity
Balance at the beginning of the period	$ 109,751	$ 60,683
Other comprehensive income/ (loss) before reclassifications	(222,318)	44,659
Amounts reclassified from accumulated other comprehensive income	2,522	4,409
Net current-period other comprehensive income / (loss)	(219,796)	49,068
Balance at the end of the period	(110,045)	109,751
Foreign Currency
Accumulated other comprehensive income activity
Balance at the beginning of the period	149,965	120,097
Other comprehensive income/ (loss) before reclassifications	(192,476)	29,868
Amounts reclassified from accumulated other comprehensive income	(340)
Net current-period other comprehensive income / (loss)	(192,816)	29,868
Balance at the end of the period	(42,851)	149,965
Defined Benefit Pension Plans
Accumulated other comprehensive income activity
Balance at the beginning of the period	(40,093)	(59,248)
Other comprehensive income/ (loss) before reclassifications	(29,842)	14,791
Amounts reclassified from accumulated other comprehensive income	2,838	4,364
Net current-period other comprehensive income / (loss)	(27,004)	19,155
Balance at the end of the period	(67,097)	(40,093)
Other
Accumulated other comprehensive income activity
Balance at the beginning of the period	(121)	(166)
Amounts reclassified from accumulated other comprehensive income	24	45
Net current-period other comprehensive income / (loss)	24	45
Balance at the end of the period	$ (97)	$ (121)

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EARNINGS PER SHARE (Table)

12 Months Ended

Dec. 31, 2014

EARNINGS PER SHARE

Information related to the calculation of earnings per share

	Income (Numerator)		Shares (Denominator)	Per Share Amount
For the Year Ended December 31, 2014
Basic EPS
Income available to common stockholders	$	191,658	65,009	$	2.95
Effect of Dilutive Securities
Stock options			2,248
Restricted stock		—	35
Diluted EPS
Income available to common stockholders	$	191,658	67,292	$	2.85
For the Year Ended December 31, 2013
Basic EPS
Income available to common stockholders	$	171,994	66,090	$	2.60
Effect of Dilutive Securities
Stock options			2,106
Restricted stock		—	12
Diluted EPS
Income available to common stockholders	$	171,994	68,208	$	2.52
For the Year Ended December 31, 2012
Basic EPS
Income available to common stockholders	$	162,612	66,392	$	2.45
Effect of Dilutive Securities
Stock options			1,990
Restricted stock		—	13
Diluted EPS
Income available to common stockholders	$	162,612	68,395	$	2.38

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2014

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

AptarGroup, Inc.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2014, 2013 and 2012

Dollars in thousands
		Balance at Beginning Of Period		Charged to Costs and Expenses			Deductions from Reserve (a)			Balance at End of Period
2014
Allowance for doubtful accounts		$	4,416	$	741		$	(906	)	$	4,251
Deferred tax valuation allowance			4,840		3,396			(502	)		7,734
2013
Allowance for doubtful accounts		$	6,751	$	(381	)	$	(1,954	)	$	4,416
Deferred tax valuation allowance			7,033		2,708			(4,901	)		4,840
2012
Allowance for doubtful accounts		$	8,257	$	(595	)	$	(911	)	$	6,751
Deferred tax valuation allowance			6,326		1,362			(655	)		7,033
(a)	Write-off accounts considered uncollectible, net of recoveries and foreign currency impact adjustments.

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QUARTERLY DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2014

QUARTERLY DATA (UNAUDITED)

QUARTERLY DATA (UNAUDITED)

NOTE 21 QUARTERLY DATA (UNAUDITED)

 Quarterly results of operations and per share information for the years ended December 31, 2014 and 2013 are as follows:

		Quarter
										Total for Year
		First		Second		Third		Fourth
Year Ended December 31, 2014:
Net sales		$	676,051	$	670,631	$	651,942	$	599,185	$	2,597,809
Gross profit (1)			186,791		182,483		171,547		154,829		695,650
Net Income			48,408		53,084		48,620		41,512		191,624
Net Income Attributable to AptarGroup, Inc.			48,389		53,076		48,595		41,598		191,658
Per Common Share — 2014:
Net Income Attributable to AptarGroup, Inc.
Basic		$	.74	$	.81	$	.75	$	.65	$	2.95
Diluted			.71		.79		.73		.63		2.85
Dividends declared			.25		.28		.28		.28		1.09
Stock price high (2)			68.78		67.84		68.00		68.67		68.78
Stock price low (2)			61.18		64.54		60.52		55.59		55.59
Average number of shares outstanding:
Basic			65,468		65,328		64,886		64,368		65,009
Diluted			68,232		67,438		66,845		66,121		67,292
Year Ended December 31, 2013:
Net sales		$	617,633	$	641,441	$	623,644	$	637,295	$	2,520,013
Gross profit (1)			164,213		172,721		163,677		165,543		666,154
Net Income			39,978		49,880		45,232		36,836		171,926
Net Income Attributable to AptarGroup, Inc.			40,029		49,802		45,264		36,899		171,994
Per Common Share — 2013:
Net Income Attributable to AptarGroup, Inc.
Basic		$	.61	$	.75	$	.68	$	.56	$	2.60
Diluted			.59		.73		.67		.54		2.52
Dividends declared			.25		.25		.25		.25		1.00
Stock price high (2)			57.47		57.76		60.75		67.86		67.86
Stock price low (2)			48.14		54.13		55.36		59.19		48.14
Average number of shares outstanding:
Basic			66,155		66,420		66,092		65,700		66,090
Diluted			68,296		68,106		67,986		67,853		68,208
(1)	Gross profit is defined as net sales less cost of sales and depreciation.
(2)	The stock price high and low amounts are based upon intra-day New York Stock Exchange composite price history.

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INCOME TAXES (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Valuation Allowance
Valuation allowance	$ 7,734,000	$ 4,840,000
Other income tax disclosures
Repatriation of foreign earnings	0	79,000,000	79,000,000
Reconciliation of the beginning and ending amount of income tax uncertainties
Balance at the beginning of period	7,988,000	8,464,000	9,071,000
Increases based on tax positions for the current year	113,000	110,000	245,000
Increases based on tax positions of prior years	228,000	381,000	107,000
Decreases based on tax positions of prior years	(1,073,000)	(92,000)	(257,000)
Settlements	(407,000)	(515,000)	(21,000)
Lapse of statute of limitations	(441,000)	(360,000)	(681,000)
Balance at the end of period	6,408,000	7,988,000	8,464,000
Undistributed earnings attributable to foreign subsidiaries considered to be permanently reinvested	1,300,000,000
Foreign taxes payable in the event of non-fulfillment of terms of government grants	2,200,000
Amount of income tax uncertainties that, if recognized, would impact the effective tax rate	6,300,000
Decrease in liability for uncertain tax positions, high end of range	5,000,000
Number of months liability for uncertain tax positions will decrease	12 months
Unrecognized tax benefits, amount accrued for the payment of interest and penalties	700,000	900,000	1,300,000
Unrecognized tax benefits, amount recognized in income tax expense	(200,000)	(400,000)	(100,000)
Minimum
Other income tax disclosures
Estimated amount of additional tax if undistributed earnings are remitted as dividends or lent to a U.S. affiliate	100,000,000
Maximum
Other income tax disclosures
Estimated amount of additional tax if undistributed earnings are remitted as dividends or lent to a U.S. affiliate	125,000,000
Canada
Other income tax disclosures
Repatriation of foreign earnings			1,300,000
Deferred tax assets related to non-U.S. jurisdictions
Valuation Allowance
Valuation allowance	100,000
Deferred tax assets related to tax credit carryforwards, U.S. state
Valuation Allowance
Valuation allowance	5,400,000
Deferred tax assets for specified locations
Valuation Allowance
Valuation allowance	$ 2,200,000

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2014

SEGMENT INFORMATION

Financial information regarding the Company's reportable segments

Years Ended December 31,	2014			2013			2012
Total Sales:
Beauty + Home	$	1,522,444		$	1,501,611		$	1,468,599
Pharma		751,226			709,058			588,853
Food + Beverage		349,297			323,469			288,995
Total Sales	$	2,622,967		$	2,534,138		$	2,346,447
Less: Intersegment Sales:
Beauty + Home	$	24,147		$	13,466		$	14,659
Pharma		—			284			160
Food + Beverage		1,011			375			592
Total Intersegment Sales	$	25,158		$	14,125		$	15,411
Net Sales:
Beauty + Home	$	1,498,297		$	1,488,145		$	1,453,940
Pharma		751,226			708,774			588,693
Food + Beverage		348,286			323,094			288,403
Net Sales	$	2,597,809		$	2,520,013		$	2,331,036
Segment Income (1):
Beauty + Home	$	98,368		$	109,272		$	123,527
Pharma		204,698			189,689			141,912
Food + Beverage		37,728			35,186			30,415
Restructuring Initiatives and Related Depreciation		—			(14,525	)		(4,678	)
Corporate & Other		(38,261	)		(37,958	)		(33,849	)
Income before interest and taxes	$	302,533		$	281,664		$	257,327
Interest expense, net		(16,232	)		(17,281	)		(15,954	)
Income before income taxes	$	286,301		$	264,383		$	241,373
Depreciation and Amortization (1):
Beauty + Home	$	85,469		$	83,328		$	82,828
Pharma		41,690			39,812			33,122
Food + Beverage		20,179			18,871			15,605
Restructuring Initiatives		—			2,725			1,576
Corporate & Other		4,880			5,220			3,891
Depreciation and Amortization	$	152,218		$	149,956		$	137,022
Capital Expenditures:
Beauty + Home	$	76,544		$	81,247		$	97,010
Pharma		37,455			32,643			24,953
Food + Beverage		32,148			19,339			32,282
Corporate & Other		15,793			18,281			19,808
Capital Expenditures	$	161,940		$	151,510		$	174,053
Total Assets:
Beauty + Home	$	1,193,370		$	1,318,933		$	1,240,101
Pharma		619,304			676,420			659,132
Food + Beverage		263,742			253,774			233,553
Corporate & Other		360,774			248,635			191,626
Total Assets	$	2,437,190		$	2,497,762		$	2,324,412

(1) The Company evaluates performance of its 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 twelve months ended December 31, 2014, 2013 and 2012 as follows:

Years Ended December 31,	2014		2013			2012
European Restructuring Plan
Depreciation	$	—	$	2,725		$	1,576
Employee Severance and Other Costs		—		11,844			3,314
Prior Year Initiatives		—		(44	)		(212	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	—	$	14,548		$	4,787
Pharma		—		—			—
Food + Beverage		—		(23	)		(109	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678

Restructuring Initiatives and Related Depreciation

Years Ended December 31,	2014		2013			2012
European Restructuring Plan
Depreciation	$	—	$	2,725		$	1,576
Employee Severance and Other Costs		—		11,844			3,314
Prior Year Initiatives		—		(44	)		(212	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	—	$	14,548		$	4,787
Pharma		—		—			—
Food + Beverage		—		(23	)		(109	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678

Schedule of net sales and long-lived asset information by geographic area and product information

	2014		2013		2012
Net Sales to Unaffiliated Customers (1):
United States	$	642,060	$	634,418	$	650,637
Europe:
France		850,817		810,528		650,226
Germany		363,898		339,858		311,205
Italy		141,808		136,617		144,163
Other Europe		150,469		165,038		163,695
Total Europe		1,506,992		1,452,041		1,269,289
Other Foreign Countries		448,757		433,554		411,110
Total	$	2,597,809	$	2,520,013	$	2,331,036
Plant, Property & Equipment:
United States	$	192,265	$	226,917	$	191,697
Europe:
France		228,049		263,913		251,015
Germany		136,491		156,970		137,203
Italy		48,940		57,729		65,743
Other Europe		57,946		72,297		72,404
Total Europe		471,426		550,909		526,365
Other Foreign Countries		147,964		86,836		130,171
Total	$	811,655	$	864,662	$	848,233
Product Net Sales Information:
Pumps	$	1,111,536	$	1,093,514	$	1,044,226
Closures		611,144		594,135		605,493
Valves		350,106		327,635		327,251
Injectables (2)		143,631		142,116		56,465
Other		381,392		362,613		297,601
Total	$	2,597,809	$	2,520,013	$	2,331,036

(1)	Sales are attributed to countries based upon where the sales invoice to unaffiliated customers is generated.
(2)	Injectables represent six month sales in 2012 from the date of acquisition.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

BASIS OF PRESENTATION

 The accompanying 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. Certain previously reported amounts have been reclassified to conform to the current period presentation.

        AptarGroup's organizational structure consists of three market-focused lines of business which are Beauty + Home, Pharma and Food + Beverage. This is a strategic structure which allows us to be more closely aligned with our customers and the markets in which they operate.

        On November 1, 2012, the Company initiated our European restructuring plan (see Note 20 Restructuring Initiatives for further details). During 2013, the Company recognized approximately $14.6 million of expense related to the plan, of which $2.7 million was accelerated depreciation. For presentation purposes, the accelerated depreciation related to this plan is reported in Depreciation and Amortization within the Consolidated Statements of Income.

ACCOUNTING ESTIMATES

ACCOUNTING ESTIMATES

 The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). This process requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

CASH MANAGEMENT

CASH MANAGEMENT

 The Company considers all investments which are readily convertible to known amounts of cash with an original maturity of three months or less when purchased to be cash equivalents.

INVENTORIES

INVENTORIES

 Inventories are stated at lower of cost or market. Costs included in inventories are raw materials, direct labor and manufacturing overhead. The costs of certain domestic and foreign inventories are determined by using the last-in, first-out ("LIFO") method, while the remaining inventories are valued using the first-in, first-out ("FIFO") method.

INVESTMENTS IN AFFILIATED COMPANIES

INVESTMENTS IN AFFILIATED COMPANIES

 The Company accounts for its investments in 20% to 50% owned affiliated companies using the equity method. There were no dividends received from affiliated companies in 2014, 2013 and 2012. The Company accounts for its investments less than 20% on the cost method.

PROPERTY AND DEPRECIATION

PROPERTY AND DEPRECIATION

 Properties are stated at cost. Depreciation is determined on a straight-line basis over the estimated useful lives for financial reporting purposes and accelerated methods for income tax reporting. Generally, the estimated useful lives are 25 to 40 years for buildings and improvements, 3 to 10 years for machinery and equipment, and 3 to 7 years for software.

FINITE-LIVED INTANGIBLE ASSETS

FINITE-LIVED INTANGIBLE ASSETS

 Finite-lived intangibles, consisting of patents, non-compete agreements and license agreements acquired in purchase transactions, are capitalized and amortized over their useful lives which range from 3 to 20 years.

GOODWILL

GOODWILL

 Management believes the excess purchase price over the fair value of the net assets acquired ("Goodwill") in purchase transactions has continuing value. Goodwill is not amortized and must be tested annually, or more frequently as circumstances dictate, for impairment. The annual goodwill impairment test may first consider qualitative factors to determine whether it is more likely than not (i.e. greater than 50 percent chance) that the fair value of a reporting unit is less than its book value. This is sometimes referred to as the "step zero" approach and is an optional step in the annual goodwill impairment analysis. Management has performed this qualitative assessment as of December 31, 2014 for all four of our reporting units. Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to all four of our reporting units was greater than its carrying amount. Therefore, no impairment of goodwill has been recorded.

IMPAIRMENT OF LONG-LIVED ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

 Long-lived assets, such as property, plant and equipment and finite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. During 2013, we recognized a $1.5 million adjustment for accelerated depreciation on certain corporate assets to reduce the carrying amount to the fair value.

DERIVATIVES INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVES INSTRUMENTS AND HEDGING ACTIVITIES

 Derivative financial instruments are recorded in the consolidated balance sheets at fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded in each period in earnings or accumulated other comprehensive income, depending on whether a derivative is designated and effective as part of a hedge transaction.

RESEARCH & DEVELOPMENT EXPENSES

RESEARCH & DEVELOPMENT EXPENSES

 Research and development costs, net of any customer funded research and development or government research and development credits, are expensed as incurred. These costs amounted to $76.2 million, $71.8 million and $65.4 million in 2014, 2013 and 2012, respectively.

INCOME TAXES

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 timing 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 will only make a distribution to the U.S. out of current year earnings in order 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 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 5 for more information.

TRANSLATION OF FOREIGN CURRENCIES

TRANSLATION OF FOREIGN CURRENCIES

 The functional currencies of the majority of the Company's foreign operations are the local currencies. Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at the rates of exchange on the balance sheet date. Sales and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are accumulated in a separate section of Stockholders' Equity. Realized and unrealized foreign currency transaction gains and losses are reflected in income, as a component of miscellaneous income and expense, and represented a loss of $37 thousand in 2014, a loss of $6.3 million in 2013, and a loss of $1.6 million in 2012.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

 Accounting standards require the application of the non-substantive vesting approach which means that an award is fully vested when the employee's retention of the award is no longer contingent on providing subsequent service. Under this approach, compensation costs are recognized over the requisite service period of the award instead of ratably over the vesting period stated in the grant. As such, costs are recognized immediately if the employee is retirement eligible on the date of grant or over the period from the date of grant until retirement eligibility if retirement eligibility is reached before the end of the vesting period stated in the grant. See Note 15 for more information.

REVENUE RECOGNITION

REVENUE RECOGNITION

 Product Sales.    The Company's policy is to recognize revenue from product sales when price is fixed and determinable, when the title and risk of loss has transferred to the customer, when the Company has no remaining obligations regarding the transaction and when collection is reasonably assured. The majority of the Company's products shipped from the U.S. transfers title and risk of loss when the goods leave the Company's shipping location. The majority of the Company's products shipped from non-U.S. operations transfer title and risk of loss when the goods reach their destination. Tooling revenue is also recognized when the title and risk of loss transfers to the customer.

 Services and Other.    The Company occasionally invoices customers for certain services. The Company also receives revenue from other sources such as license or royalty agreements. Revenue is recognized when services are rendered or rights to use assets can be reliably measured and when collection is reasonably assured. Service and other revenue is not material to the Company's results of operations for any of the years presented.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

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 did not have a material 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 9 of the 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 10 of the Notes to the 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 Consolidated Financial Statements.

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INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2014

INVENTORIES

Schedule of inventories, by component

	2014		2013
Raw materials	$	108,618	$	114,359
Work in process		94,414		108,924
Finished goods		115,809		137,591
Total		318,841		360,874
Less LIFO reserve		(7,769)		(7,715)
Total	$	311,072	$	353,159

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

 We create dispensing solutions that enhance the convenience, safety and security of consumers around the globe and allow our customers to differentiate their products in the market. The Company focuses on providing value-added packaging delivery systems to a variety of global consumer product marketers in the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage industries. The Company has manufacturing facilities located throughout the world including North America, Europe, Asia and Latin America.

BASIS OF PRESENTATION

 The accompanying 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. Certain previously reported amounts have been reclassified to conform to the current period presentation.

        AptarGroup's organizational structure consists of three market-focused lines of business which are Beauty + Home, Pharma and Food + Beverage. This is a strategic structure which allows us to be more closely aligned with our customers and the markets in which they operate.

        On November 1, 2012, the Company initiated our European restructuring plan (see Note 20 Restructuring Initiatives for further details). During 2013, the Company recognized approximately $14.6 million of expense related to the plan, of which $2.7 million was accelerated depreciation. For presentation purposes, the accelerated depreciation related to this plan is reported in Depreciation and Amortization within the Consolidated Statements of Income.

ACCOUNTING ESTIMATES

 The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). This process requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

CASH MANAGEMENT

 The Company considers all investments which are readily convertible to known amounts of cash with an original maturity of three months or less when purchased to be cash equivalents.

INVENTORIES

 Inventories are stated at lower of cost or market. Costs included in inventories are raw materials, direct labor and manufacturing overhead. The costs of certain domestic and foreign inventories are determined by using the last-in, first-out ("LIFO") method, while the remaining inventories are valued using the first-in, first-out ("FIFO") method.

INVESTMENTS IN AFFILIATED COMPANIES

 The Company accounts for its investments in 20% to 50% owned affiliated companies using the equity method. There were no dividends received from affiliated companies in 2014, 2013 and 2012. The Company accounts for its investments less than 20% on the cost method.

PROPERTY AND DEPRECIATION

 Properties are stated at cost. Depreciation is determined on a straight-line basis over the estimated useful lives for financial reporting purposes and accelerated methods for income tax reporting. Generally, the estimated useful lives are 25 to 40 years for buildings and improvements, 3 to 10 years for machinery and equipment, and 3 to 7 years for software.

FINITE-LIVED INTANGIBLE ASSETS

 Finite-lived intangibles, consisting of patents, non-compete agreements and license agreements acquired in purchase transactions, are capitalized and amortized over their useful lives which range from 3 to 20 years.

GOODWILL

 Management believes the excess purchase price over the fair value of the net assets acquired ("Goodwill") in purchase transactions has continuing value. Goodwill is not amortized and must be tested annually, or more frequently as circumstances dictate, for impairment. The annual goodwill impairment test may first consider qualitative factors to determine whether it is more likely than not (i.e. greater than 50 percent chance) that the fair value of a reporting unit is less than its book value. This is sometimes referred to as the "step zero" approach and is an optional step in the annual goodwill impairment analysis. Management has performed this qualitative assessment as of December 31, 2014 for all four of our reporting units. Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to all four of our reporting units was greater than its carrying amount. Therefore, no impairment of goodwill has been recorded.

IMPAIRMENT OF LONG-LIVED ASSETS

 Long-lived assets, such as property, plant and equipment and finite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. During 2013, we recognized a $1.5 million adjustment for accelerated depreciation on certain corporate assets to reduce the carrying amount to the fair value.

DERIVATIVES INSTRUMENTS AND HEDGING ACTIVITIES

 Derivative financial instruments are recorded in the consolidated balance sheets at fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded in each period in earnings or accumulated other comprehensive income, depending on whether a derivative is designated and effective as part of a hedge transaction.

RESEARCH & DEVELOPMENT EXPENSES

 Research and development costs, net of any customer funded research and development or government research and development credits, are expensed as incurred. These costs amounted to $76.2 million, $71.8 million and $65.4 million in 2014, 2013 and 2012, respectively.

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 timing 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 will only make a distribution to the U.S. out of current year earnings in order 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 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 5 for more information.

TRANSLATION OF FOREIGN CURRENCIES

 The functional currencies of the majority of the Company's foreign operations are the local currencies. Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at the rates of exchange on the balance sheet date. Sales and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are accumulated in a separate section of Stockholders' Equity. Realized and unrealized foreign currency transaction gains and losses are reflected in income, as a component of miscellaneous income and expense, and represented a loss of $37 thousand in 2014, a loss of $6.3 million in 2013, and a loss of $1.6 million in 2012.

STOCK BASED COMPENSATION

 Accounting standards require the application of the non-substantive vesting approach which means that an award is fully vested when the employee's retention of the award is no longer contingent on providing subsequent service. Under this approach, compensation costs are recognized over the requisite service period of the award instead of ratably over the vesting period stated in the grant. As such, costs are recognized immediately if the employee is retirement eligible on the date of grant or over the period from the date of grant until retirement eligibility if retirement eligibility is reached before the end of the vesting period stated in the grant. See Note 15 for more information.

REVENUE RECOGNITION

 Product Sales.    The Company's policy is to recognize revenue from product sales when price is fixed and determinable, when the title and risk of loss has transferred to the customer, when the Company has no remaining obligations regarding the transaction and when collection is reasonably assured. The majority of the Company's products shipped from the U.S. transfers title and risk of loss when the goods leave the Company's shipping location. The majority of the Company's products shipped from non-U.S. operations transfer title and risk of loss when the goods reach their destination. Tooling revenue is also recognized when the title and risk of loss transfers to the customer.

 Services and Other.    The Company occasionally invoices customers for certain services. The Company also receives revenue from other sources such as license or royalty agreements. Revenue is recognized when services are rendered or rights to use assets can be reliably measured and when collection is reasonably assured. Service and other revenue is not material to the Company's results of operations for any of the years presented.

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 did not have a material 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 9 of the 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 Consolidated Financial Statements other than disclosure. Additional information can be found in Note 10 of the Notes to the 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 Consolidated Financial Statements.

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2014

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of changes in the carrying amount of goodwill

	Beauty + Home			Pharma			Food + Beverage			Corporate & Other			Total
Goodwill	$	179,890		$	153,978		$	17,684		$	1,615		$	353,167
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2012	$	179,890		$	153,978		$	17,684		$	—		$	351,552
Foreign currency exchange effects		1,112			5,971			230			—			7,313
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
Foreign currency exchange effects		(9,853	)		(18,357	)		(914	)		—			(29,124	)
Goodwill	$	171,149		$	141,592		$	17,000		$	1,615		$	331,356
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2014	$	171,149		$	141,592		$	17,000		$	—		$	329,741

Summary of amortized intangible assets

		2014							2013
Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Value		Gross Carrying Amount		Accumulated Amortization			Net Value
Amortization intangible assets:
Patents	7	$	17,001	$	(16,852	)	$	149	$	20,165	$	(19,732	)	$	433
Acquired Technology	15		35,701		(5,950	)		29,751		40,546		(4,055	)		36,491
License agreements and other	5		32,804		(22,659	)		10,145		35,259		(22,232	)		13,027
Total intangible assets	10	$	85,506	$	(45,461	)	$	40,045	$	95,970	$	(46,019	)	$	49,951

Schedule of future estimated amortization expense

2015	$	4,467
2016		3,887
2017		3,431
2018		3,432
2019 and thereafter		24,828

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FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2014

FAIR VALUE

Schedule of fair values of financial assets and liabilities

        As of December 31, 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(1)	$	1,044	$	—	$	1,044	$	—
Total assets at fair value	$	1,044	$	—	$	1,044	$	—
Liabilities
Forward exchange contracts(1)	$	2,493	$	—	$	2,493	$	—
Total liabilities at fair value	$	2,493	$	—	$	2,493	$	—

        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 (1)	$	3,988	$	—	$	3,988	$	—
Total assets at fair value	$	3,988	$	—	$	3,988	$	—
Liabilities
Forward exchange contracts (1)	$	632	$	—	$	632	$	—
Total liabilities at fair value	$	632	$	—	$	632	$	—

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

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Amortized intangible assets:
Gross Carrying Amount	$ 85,506	$ 95,970
Accumulated Amortization	(45,461)	(46,019)
Net Value	40,045	49,951
Aggregate amortization expense	5,325	5,033	3,177
Future estimated amortization expense
2015	4,467
2016	3,887
2017	3,431
2018	3,432
2019 and thereafter	24,828
Weighted Average
Amortized intangible assets:
Amortization Period	10 years
Patents
Amortized intangible assets:
Gross Carrying Amount	17,001	20,165
Accumulated Amortization	(16,852)	(19,732)
Net Value	149	433
Patents | Weighted Average
Amortized intangible assets:
Amortization Period	7 years
Acquired technology
Amortized intangible assets:
Gross Carrying Amount	35,701	40,546
Accumulated Amortization	(5,950)	(4,055)
Net Value	29,751	36,491
Acquired technology | Weighted Average
Amortized intangible assets:
Amortization Period	15 years
License agreements and other
Amortized intangible assets:
Gross Carrying Amount	32,804	35,259
Accumulated Amortization	(22,659)	(22,232)
Net Value	$ 10,145	$ 13,027
License agreements and other | Weighted Average
Amortized intangible assets:
Amortization Period	5 years

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income (Numerator)
Income available to common stockholders (in dollars)	$ 41,598	$ 48,595	$ 53,076	$ 48,389	$ 36,899	$ 45,264	$ 49,802	$ 40,029	$ 191,658	$ 171,994	$ 162,612
Shares (Denominator)
Basic (in shares)	64,368	64,886	65,328	65,468	65,700	66,092	66,420	66,155	65,009	66,090	66,392
Total average equivalent shares	66,121	66,845	67,438	68,232	67,853	67,986	68,106	68,296	67,292	68,208	68,395
Per Share Amount
Net income per share, basic (in dollars per share)	$ 0.65	$ 0.75	$ 0.81	$ 0.74	$ 0.56	$ 0.68	$ 0.75	$ 0.61	$ 2.95	$ 2.60	$ 2.45
Net income per share, diluted (in dollars per share)	$ 0.63	$ 0.73	$ 0.79	$ 0.71	$ 0.54	$ 0.67	$ 0.73	$ 0.59	$ 2.85	$ 2.52	$ 2.38
Stock options
Shares (Denominator)
Effect of dilutive stock based compensation (in shares)									2,248	2,106	1,990
Restricted stock units
Shares (Denominator)
Effect of dilutive stock based compensation (in shares)									35	12	13

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CONSOLIDATED STATEMENTS OF INCOME
Net Sales	$ 2,597,809	$ 2,520,013	$ 2,331,036
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	1,755,266	1,708,936	1,590,365
Selling, research & development and administrative	383,909	364,747	341,634
Depreciation and amortization	152,218	149,956	137,022
Restructuring initiatives		11,800	3,102
Total Operating Expenses	2,291,393	2,235,439	2,072,123
Operating Income	306,416	284,574	258,913
Other (Expense) Income:
Interest expense	(21,029)	(20,514)	(18,950)
Interest income	4,797	3,233	2,996
Equity in results of affiliates	(1,917)	(883)	(457)
Miscellaneous, net	(1,966)	(2,027)	(1,129)
Total Other Income (Expense)	(20,115)	(20,191)	(17,540)
Income before Income Taxes	286,301	264,383	241,373
Provision for Income Taxes	94,677	92,457	78,953
Net Income	191,624	171,926	162,420
Net Loss Attributable to Noncontrolling Interests	34	68	192
Net Income Attributable to AptarGroup, Inc.	$ 191,658	$ 171,994	$ 162,612
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic (in dollars per share)	$ 2.95	$ 2.60	$ 2.45
Diluted (in dollars per share)	$ 2.85	$ 2.52	$ 2.38

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ACQUISITIONS (Tables) (Stelmi)

12 Months Ended

Dec. 31, 2014

Stelmi

Acquisitions

Summary of assets acquired and liabilities assumed at estimated fair value

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable		23,540
Inventories		16,826
Prepaid and other		3,256
Property, plant and equipment		42,073
Goodwill		111,031
Intangible assets		47,134
Other miscellaneous assets		6,092
Liabilities
Current maturities of long-term obligations		675
Accounts payable and accrued liabilities		26,064
Long-term obligations		885
Deferred income taxes		22,440
Retirement and deferred compensation plans		12,049
Net assets acquired	$	256,174

Summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date

	Weighted-Average Useful Life (in years)	Estimated Fair Value of Asset
Customer relationships	15	$	7,438
Technology	15		37,191
Trademark	4		2,505
Total		$	47,134

Schedule of unaudited pro forma financial information

Years Ended December 31,	2014		2013		2012
Net Sales	$	2,598	$	2,520	$	2,395
Net Income Attributable to AptarGroup Inc.		192		172		174
Net Income per common share — basic		2.95		2.60		2.62
Net Income per common share — diluted		2.85		2.52		2.54

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash Flows from Operating Activities:
Net income	$ 191,624	$ 171,926	$ 162,420
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	146,893	144,923	133,845
Amortization	5,325	5,033	3,177
Stock option based compensation	17,971	13,728	12,695
Provisions for / (recoveries of) bad debts	741	(385)	(595)
Deferred income taxes	(18,973)	6,844	(9,015)
Defined benefit plan expense	16,699	19,408	14,611
Equity in results of affiliates	1,917	883	457
Changes in balance sheet items, excluding effects from foreign currency adjustments and impact of acquisition:
Accounts and other receivables	(16,322)	(32,806)	16,689
Inventories	5,205	(29,918)	(19,712)
Prepaid and other current assets	(6,496)	(6,394)	10,124
Accounts payable and accrued liabilities	(24,319)	1,144	(824)
Income taxes payable	(10,949)	16,712	2,969
Retirement and deferred compensation plan liabilities	(370)	(19,441)	(2,073)
Other changes, net	5,605	(6,221)	(10,876)
Net cash provided by operations	314,551	285,436	313,892
Cash Flows from Investing Activities:
Capital expenditures	(161,940)	(151,510)	(174,053)
Disposition of property and equipment	5,106	436	2,629
Intangible assets	(9)	(725)
Acquisition of business, net of cash acquired			(187,840)
Investment in unconsolidated affiliate		(5,256)	(279)
Notes receivable, net	(2,357)	(65)	84
Net cash used by investing activities	(159,200)	(157,120)	(359,459)
Cash Flows from Financing Activities:
Proceeds from notes payable	95,816	94,184
Repayments of notes payable			(134,034)
Proceeds from long-term obligations	253,520	2,994	125,000
Repayments of long-term obligations	(778)	(28,320)	(3,042)
Dividends paid	(71,072)	(66,133)	(58,442)
Credit facility costs	(720)	(498)	(1,518)
Proceeds from stock option exercises	37,793	43,348	44,637
Purchase of treasury stock	(340,517)	(118,813)	(79,793)
Excess tax benefit from exercise of stock options	6,998	6,104	7,809
Net cash used by financing activities	(18,960)	(67,134)	(99,383)
Effect of Exchange Rate Changes on Cash	(46,490)	18,924	(2,911)
Net increase/(decrease) in Cash and Equivalents	89,901	80,106	(147,861)
Cash and Equivalents at Beginning of Period	309,861	229,755	377,616
Cash and Equivalents at End of Period	399,762	309,861	229,755
Supplemental Cash Flow Disclosure:
Interest paid	20,352	20,679	17,464
Income taxes paid	$ 94,578	$ 47,445	$ 64,523

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Level 3 | Infrastructure
Change in plan assets:
Fair value of plan assets at end of year	$ 8,931,000	$ 8,587,000	$ 8,015,000
Plan Assets:
Total Investments	8,931,000	8,587,000	8,015,000
Level 3 | Hedge Fund
Change in plan assets:
Fair value of plan assets at end of year	272,000	9,731,000	8,575,000
Plan Assets:
Total Investments	272,000	9,731,000	8,575,000
Domestic Plans
Change in benefit obligation:
Benefit obligation at beginning of year	129,448,000	136,321,000
Service cost	8,042,000	8,539,000	7,217,000
Interest cost	5,928,000	4,992,000	4,913,000
Actuarial (gain) loss	33,058,000	(14,260,000)
Benefits paid	(4,975,000)	(6,144,000)
Benefit obligation at end of year	171,501,000	129,448,000	136,321,000
Change in plan assets:
Fair value of plan assets at beginning of year	100,567,000	84,587,000
Actual return on plan assets	5,431,000	12,063,000
Employer contribution	10,071,000	10,061,000
Benefits paid	(4,975,000)	(6,144,000)
Fair value of plan assets at end of year	111,094,000	100,567,000	84,587,000
Funded status at end of year	(60,407,000)	(28,881,000)
Funded status amounts recognized in Consolidated Balance Sheet
Current liabilities	(471,000)	(809,000)
Non-current liabilities	(59,936,000)	(28,072,000)
Funded status amount	(60,407,000)	(28,881,000)
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	64,272,000	32,930,000
Tax effects	(24,102,000)	(12,349,000)
Net amount recognized	40,170,000	20,581,000
Changes in benefit obligations and plan assets recognized in other comprehensive income
Current year actuarial loss	(34,211,000)
Amortization of net loss	2,869,000
Net amount recognized	(31,342,000)
Amounts in accumulated other comprehensive loss expected to be recognized as components of periodic benefit cost in 2015
Amortization of net loss	5,536,000
Amount expected to be recognized in next fiscal year	5,536,000
Components of net periodic benefit cost:
Service cost	8,042,000	8,539,000	7,217,000
Interest cost	5,928,000	4,992,000	4,913,000
Expected return on plan assets	(6,585,000)	(5,775,000)	(5,604,000)
Amortization of net loss	2,869,000	5,103,000	3,854,000
Amortization of prior service cost		3,000	4,000
Net periodic benefit cost	10,254,000	12,862,000	10,384,000
Total net periodic benefit cost	10,254,000	12,862,000	10,384,000
Accumulated benefit obligation	153,800,000	114,600,000
Projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets
Projected benefit obligation	171,501,000	129,448,000
Accumulated benefit obligation	153,778,000	114,592,000
Fair value of plan assets	111,094,000	100,567,000
PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets
Projected benefit obligation	171,501,000	129,448,000
Accumulated benefit obligation	153,778,000	114,592,000
Fair value of plan assets	111,094,000	100,567,000
Weighted-average assumptions used to determine benefit obligations
Discount rate (as a percent)	3.83%	4.75%	3.80%
Rate of compensation increase (as a percent)	4.00%	4.00%	4.00%
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate (as a percent)	4.75%	3.80%	4.40%
Expected long-term return on plan assets (as a percent)	7.00%	7.00%	7.00%
Rate of compensation increase (as a percent)	4.00%	4.00%	4.00%
Plan Assets:
Weighted-average asset allocations (as a percent)	100.00%	100.00%
Total Investments	111,094,000	100,567,000	84,587,000
Minimum funding requirement	0
Expected contribution in next fiscal year	10,000,000
Estimated benefit payments relating to defined benefit plans over the next ten years
2015	6,777,000
2016	8,275,000
2017	8,925,000
2018	9,436,000
2019	9,617,000
2020 - 2024	62,132,000
Domestic Plans | Cash and Short Term Securities
Change in plan assets:
Fair value of plan assets at end of year	3,190,000	9,070,000
Plan Assets:
Total Investments	3,190,000	9,070,000
Domestic Plans | Equity Securities
Change in plan assets:
Fair value of plan assets at beginning of year	49,261,000
Fair value of plan assets at end of year	52,840,000
Plan Assets:
Weighted-average asset allocations (as a percent)	47.00%	49.00%
Target allocation (as a percent)	60.00%
Total Investments	52,840,000
Domestic Plans | Fixed Income Securities
Plan Assets:
Weighted-average asset allocations (as a percent)	27.00%	24.00%
Domestic Plans | Infrastructure
Change in plan assets:
Fair value of plan assets at end of year	8,931,000	8,587,000
Plan Assets:
Weighted-average asset allocations (as a percent)	8.00%	8.00%
Total Investments	8,931,000	8,587,000
Domestic Plans | Hedge Fund
Change in plan assets:
Fair value of plan assets at end of year	16,371,000	9,731,000
Plan Assets:
Weighted-average asset allocations (as a percent)	15.00%	10.00%
Total Investments	16,371,000	9,731,000
Domestic Plans | Money market
Plan Assets:
Weighted-average asset allocations (as a percent)	3.00%	9.00%
Domestic Plans | Fixed income securities and infrastructure
Plan Assets:
Target allocation (as a percent)	40.00%
Domestic Plans | Core Fixed Income
Change in plan assets:
Fair value of plan assets at end of year	29,762,000	23,918,000
Plan Assets:
Total Investments	29,762,000	23,918,000
Domestic Plans | Level 1
Change in plan assets:
Fair value of plan assets at end of year	75,743,000	82,249,000
Plan Assets:
Total Investments	75,743,000	82,249,000
Domestic Plans | Level 1 | Cash and Short Term Securities
Change in plan assets:
Fair value of plan assets at end of year	3,190,000	9,070,000
Plan Assets:
Total Investments	3,190,000	9,070,000
Domestic Plans | Level 1 | Cash and Short Term Securities | USD
Change in plan assets:
Fair value of plan assets at end of year	3,190,000	9,070,000
Plan Assets:
Total Investments	3,190,000	9,070,000
Domestic Plans | Level 1 | Equity Securities
Change in plan assets:
Fair value of plan assets at end of year	52,840,000	49,261,000
Plan Assets:
Total Investments	52,840,000	49,261,000
Domestic Plans | Level 1 | US Large Cap Equities
Change in plan assets:
Fair value of plan assets at end of year	29,381,000	20,159,000
Plan Assets:
Total Investments	29,381,000	20,159,000
Domestic Plans | Level 1 | US Small Cap Equities
Change in plan assets:
Fair value of plan assets at end of year	8,493,000	14,521,000
Plan Assets:
Total Investments	8,493,000	14,521,000
Domestic Plans | Level 1 | International Equities
Change in plan assets:
Fair value of plan assets at end of year	14,966,000	14,581,000
Plan Assets:
Total Investments	14,966,000	14,581,000
Domestic Plans | Level 1 | Core Fixed Income
Change in plan assets:
Fair value of plan assets at end of year	19,713,000	23,918,000
Plan Assets:
Total Investments	19,713,000	23,918,000
Domestic Plans | Level 2
Change in plan assets:
Fair value of plan assets at end of year	26,148,000
Plan Assets:
Total Investments	26,148,000
Domestic Plans | Level 2 | Hedge Fund
Change in plan assets:
Fair value of plan assets at end of year	16,099,000
Plan Assets:
Total Investments	16,099,000
Domestic Plans | Level 2 | Core Fixed Income
Change in plan assets:
Fair value of plan assets at end of year	10,049,000
Plan Assets:
Total Investments	10,049,000
Domestic Plans | Level 3
Change in plan assets:
Fair value of plan assets at end of year	9,203,000	18,318,000
Plan Assets:
Total Investments	9,203,000	18,318,000
Domestic Plans | Level 3 | Infrastructure
Change in plan assets:
Fair value of plan assets at end of year	8,931,000	8,587,000
Plan Assets:
Total Investments	8,931,000	8,587,000
Domestic Plans | Level 3 | Hedge Fund
Change in plan assets:
Fair value of plan assets at end of year	272,000	9,731,000
Plan Assets:
Total Investments	272,000	9,731,000
Foreign Plans
Change in benefit obligation:
Benefit obligation at beginning of year	84,660,000	80,610,000
Service cost	4,186,000	3,901,000	2,244,000
Interest cost	2,711,000	2,676,000	2,658,000
Curtailment/Settlement		(1,342,000)
Actuarial (gain) loss	14,765,000	(1,752,000)
Benefits paid	(3,111,000)	(2,952,000)
Foreign currency translation adjustment	(12,051,000)	3,519,000
Benefit obligation at end of year	91,160,000	84,660,000	80,610,000
Change in plan assets:
Fair value of plan assets at beginning of year	54,075,000	47,876,000
Actual return on plan assets	2,875,000	1,742,000
Employer contribution	8,016,000	5,419,000
Benefits paid	(3,111,000)	(2,952,000)
Foreign currency translation adjustment	(6,461,000)	1,990,000
Fair value of plan assets at end of year	55,394,000	54,075,000	47,876,000
Funded status at end of year	(35,766,000)	(30,585,000)
Funded status amounts recognized in Consolidated Balance Sheet
Non-current liabilities	(35,766,000)	(30,585,000)
Funded status amount	(35,766,000)	(30,585,000)
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	36,219,000	24,844,000
Net prior service cost	3,471,000	3,784,000
Tax effects	(12,762,000)	(9,116,000)
Net amount recognized	26,928,000	19,512,000
Changes in benefit obligations and plan assets recognized in other comprehensive income
Current year actuarial loss	(12,589,000)
Amortization of net loss	1,214,000
Amortization of prior service cost	313,000
Net amount recognized	(11,062,000)
Amounts in accumulated other comprehensive loss expected to be recognized as components of periodic benefit cost in 2015
Amortization of net loss	1,826,000
Amortization of prior service cost	279,000
Amount expected to be recognized in next fiscal year	2,105,000
Components of net periodic benefit cost:
Service cost	4,186,000	3,901,000	2,244,000
Interest cost	2,711,000	2,676,000	2,658,000
Expected return on plan assets	(1,979,000)	(1,821,000)	(1,538,000)
Amortization of net loss	1,214,000	1,416,000	475,000
Amortization of prior service cost	313,000	373,000	361,000
Net periodic benefit cost	6,445,000	6,545,000	4,200,000
Curtailment		1,000
Total net periodic benefit cost	6,445,000	6,546,000	4,200,000
Accumulated benefit obligation	70,700,000	67,000,000
Projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets
Projected benefit obligation	87,759,000	77,475,000
Accumulated benefit obligation	67,317,000	60,707,000
Fair value of plan assets	51,993,000	47,753,000
PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets
Projected benefit obligation	87,759,000	81,158,000
Accumulated benefit obligation	67,317,000	63,527,000
Fair value of plan assets	51,993,000	50,573,000
Weighted-average assumptions used to determine benefit obligations
Discount rate (as a percent)	1.90%	3.24%	3.19%
Rate of compensation increase (as a percent)	3.00%	3.00%	3.00%
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate (as a percent)	3.24%	3.19%	5.10%
Expected long-term return on plan assets (as a percent)	3.79%	3.79%	3.83%
Rate of compensation increase (as a percent)	3.00%	3.00%	3.00%
Plan Assets:
Weighted-average asset allocations (as a percent)	100.00%	100.00%
Total Investments	55,394,000	54,075,000	47,876,000
Expected contribution in next fiscal year	13,700,000
Estimated benefit payments relating to defined benefit plans over the next ten years
2015	1,951,000
2016	1,877,000
2017	2,470,000
2018	2,921,000
2019	4,569,000
2020 - 2024	22,853,000
Foreign Plans | Cash and Short Term Securities
Change in plan assets:
Fair value of plan assets at end of year	1,289,000	757,000
Plan Assets:
Total Investments	1,289,000	757,000
Foreign Plans | Equity Securities
Change in plan assets:
Fair value of plan assets at end of year	2,625,000	2,547,000
Plan Assets:
Weighted-average asset allocations (as a percent)	5.00%	5.00%
Total Investments	2,625,000	2,547,000
Foreign Plans | Fixed Income Securities
Plan Assets:
Weighted-average asset allocations (as a percent)	1.00%	4.00%
Foreign Plans | Corporate debts securities
Change in plan assets:
Fair value of plan assets at end of year	6,758,000	6,560,000
Plan Assets:
Weighted-average asset allocations (as a percent)	12.00%	12.00%
Total Investments	6,758,000	6,560,000
Foreign Plans | Money market
Plan Assets:
Weighted-average asset allocations (as a percent)	2.00%	1.00%
Target allocation (as a percent)	1.00%
Foreign Plans | Investment Funds
Change in plan assets:
Fair value of plan assets at beginning of year	42,261,000
Fair value of plan assets at end of year	44,148,000
Plan Assets:
Weighted-average asset allocations (as a percent)	80.00%	78.00%
Target allocation (as a percent)	99.00%
Total Investments	44,148,000
Foreign Plans | Core Fixed Income
Change in plan assets:
Fair value of plan assets at end of year	574,000	1,950,000
Plan Assets:
Total Investments	574,000	1,950,000
Foreign Plans | Level 1
Change in plan assets:
Fair value of plan assets at end of year	25,889,000	27,315,000
Plan Assets:
Total Investments	25,889,000	27,315,000
Foreign Plans | Level 1 | Cash and Short Term Securities
Change in plan assets:
Fair value of plan assets at end of year	1,289,000	757,000
Plan Assets:
Total Investments	1,289,000	757,000
Foreign Plans | Level 1 | Cash and Short Term Securities | EUR
Change in plan assets:
Fair value of plan assets at end of year	1,289,000	757,000
Plan Assets:
Total Investments	1,289,000	757,000
Foreign Plans | Level 1 | Equity Securities
Change in plan assets:
Fair value of plan assets at end of year	2,625,000	2,547,000
Plan Assets:
Total Investments	2,625,000	2,547,000
Foreign Plans | Level 1 | Corporate debts securities
Change in plan assets:
Fair value of plan assets at end of year	6,758,000	6,560,000
Plan Assets:
Total Investments	6,758,000	6,560,000
Foreign Plans | Level 1 | Investment Funds
Change in plan assets:
Fair value of plan assets at end of year	14,643,000	15,501,000
Plan Assets:
Total Investments	14,643,000	15,501,000
Foreign Plans | Level 1 | International Equities
Change in plan assets:
Fair value of plan assets at end of year	2,625,000	2,547,000
Plan Assets:
Total Investments	2,625,000	2,547,000
Foreign Plans | Level 1 | Core Fixed Income
Change in plan assets:
Fair value of plan assets at end of year	574,000	1,950,000
Plan Assets:
Total Investments	574,000	1,950,000
Foreign Plans | Level 1 | Euro Corporate Bonds
Change in plan assets:
Fair value of plan assets at end of year	6,758,000	6,560,000
Plan Assets:
Total Investments	6,758,000	6,560,000
Foreign Plans | Level 1 | Mutual Funds in Equities
Change in plan assets:
Fair value of plan assets at end of year	2,687,000	3,628,000
Plan Assets:
Total Investments	2,687,000	3,628,000
Foreign Plans | Level 1 | Mutual Funds in Bonds
Change in plan assets:
Fair value of plan assets at end of year	11,386,000	10,040,000
Plan Assets:
Total Investments	11,386,000	10,040,000
Foreign Plans | Level 1 | Mutual Funds Diversified
Change in plan assets:
Fair value of plan assets at end of year	570,000	1,833,000
Plan Assets:
Total Investments	570,000	1,833,000
Foreign Plans | Level 2
Change in plan assets:
Fair value of plan assets at end of year	29,505,000	26,760,000
Plan Assets:
Total Investments	29,505,000	26,760,000
Foreign Plans | Level 2 | Investment Funds
Change in plan assets:
Fair value of plan assets at end of year	29,505,000	26,760,000
Plan Assets:
Total Investments	29,505,000	26,760,000
Foreign Plans | Level 2 | Mutual Funds Diversified
Change in plan assets:
Fair value of plan assets at end of year	29,505,000	26,760,000
Plan Assets:
Total Investments	29,505,000	26,760,000
Non-qualified supplemental pension plan
Non-qualified supplemental pension plan information
Non funded liability	$ 8,500,000	$ 6,500,000

XML

DEBT (Tables)

12 Months Ended

Dec. 31, 2014

DEBT

Schedule of long-term obligations

	2014			2013
Notes payable 0.61% – 31.25%, due in monthly and annual installments through 2027	$	5,160		$	3,230
Senior unsecured notes 2.3%, due in 2015		16,000			16,000
Senior unsecured notes 6.0%, due in 2016		50,000			50,000
Senior unsecured notes 6.0%, due in 2018		75,000			75,000
Senior unsecured notes 3.8%, due in 2020		84,000			84,000
Senior unsecured notes 3.2%, due in 2022		75,000			75,000
Senior unsecured notes 3.5%, due in 2023		125,000			—
Senior unsecured notes 3.4%, due in 2024		50,000			50,000
Senior unsecured notes 3.6%, due in 2025		125,000			—
Capital lease obligations		2,424			2,909
		607,584			356,139
Current maturities of long-term obligations		(18,692	)		(1,325	)
Total long-term obligations	$	588,892		$	354,814

XML

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivative instruments, gain or (loss)
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments	$ (2,368)	$ 3,307
Foreign Exchange Contracts
Derivative instruments, gain or (loss)
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments	$ (2,368)	$ 3,307

XML

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2014

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 15 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 year ended December 31, 2014 was approximately $18.0 million ($11.7 million after tax). The income tax benefit related to this compensation expense was approximately $6.3 million. Approximately $16.0 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 year ended December 31, 2013 was approximately $13.7 million ($9.2 million after tax). The income tax benefit related to this compensation expense was approximately $4.5 million. Approximately $12.1 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 year ended December 31, 2012 was approximately $12.7 million ($8.5 million after tax). The income tax benefit related to this compensation expense was approximately $4.2 million. Approximately $11.3 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 $14.82, $10.16 and $10.35 per share in 2014, 2013 and 2012, 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: Years ended December 31,	2014		2013		2012
Dividend Yield		1.7%		1.8%		1.8%
Expected Stock Price Volatility		22.2%		22.7%		22.9%
Risk-free Interest Rate		2.3%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

        The fair value of stock options granted under the Director Stock Option Plan was $14.07, $10.89 and $10.59 per share in 2014, 2013 and 2012, respectively. 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: Years ended December 31,	2014		2013		2012
Dividend Yield		1.8%		1.9%		1.7%
Expected Stock Price Volatility		22.2%		23.0%		22.5%
Risk-free Interest Rate		2.2%		1.3%		1.3%
Expected Life of Option (years)		6.9		6.9		6.9

        A summary of option activity under the Company's stock option plans as of December 31, 2014, and changes during the period then ended is presented below:

	Stock Awards Plans					Director Stock Option Plans
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding, January 1, 2014		7,815,932		$	41.26		313,834		$	48.85
Granted		1,379,850			67.93		95,000			66.59
Exercised		(1,028,676	)		33.23		(40,166	)		47.96
Forfeited or expired		(59,300	)		51.46		—			—
Outstanding at December 31, 2014		8,107,806		$	46.74		368,668		$	53.52
Exercisable at December 31, 2014		5,468,032		$	40.26		188,159		$	45.98
Weighted-Average Remaining Contractual Term (Years):
Outstanding at December 31, 2014		6.0								7.3
Exercisable at December 31, 2014		4.8								5.9
Aggregate Intrinsic Value:
Outstanding at December 31, 2014	$	164,487							$	4,912
Exercisable at December 31, 2014	$	145,338							$	3,924
Intrinsic Value of Options Exercised During the Years Ended:
December 31, 2014	$	33,059							$	741
December 31, 2013	$	37,822							$	732
December 31, 2012	$	42,226							$	1,674

        The fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was $14.1 million, $13.0 million and $12.1 million, respectively. Cash received from option exercises was approximately $37.8 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $10.0 million in the year ended December 31, 2014. As of December 31, 2014, the remaining valuation of stock option awards to be expensed in future periods was $13.2 million and the related weighted-average period over which it is expected to be recognized is 1.4 years.

        The fair value of restricted stock grants is the market price of the underlying shares on the grant date. A summary of restricted stock unit activity as of December 31, 2014, and changes during the period then ended is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014		25,681		$	53.49
Granted		47,671			67.08
Vested		(11,602	)		52.96
Nonvested at December 31, 2014		61,750		$	64.09

        Compensation expense recorded attributable to restricted stock unit grants for the years ended December 31, 2014, 2013 and 2012 was approximately $1.8 million, $664 thousand and $501 thousand, respectively. The fair value of units vested during the years ended December 31, 2014, 2013 and 2012 was $614 thousand, $571 thousand and $316 thousand, respectively. The intrinsic value of units vested during the years ended December 31, 2014, 2013 and 2012 was $761 thousand, $661 thousand and $448 thousand, respectively. As of December 31, 2014, there was $1.9 million of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted average period of 1.5 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 stockholder return of our common stock during a three year performance period. Total expense related to this program is expected to be approximately $1.0 million over the performance period, of which $530 thousand was recognized for the year ended December 31, 2014.

XML

LEASE COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2014

LEASE COMMITMENTS

Components of assets recorded under capital leases

	2014			2013
Buildings	$	2,434		$	15,162
Machinery and equipment		1,076			—
	$	3,510		$	15,162
Accumulated depreciation		(758	)		(11,705	)
	$	2,752		$	3,457

Schedule of future minimum payments, by year and in the aggregate, under the capital leases and non cancelable operating leases

	Capital Leases			Operating Leases
2015	$	695		$	19,292
2016		733			14,465
2017		674			11,843
2018		512			9,248
2019		—			8,668
Subsequent to 2019		—			21,357
Total minimum lease payments		2,614		$	84,873
Amounts representing interest		(190	)
Present value of future minimum lease payments		2,424
Lease amount due in one year		(635	)
Total	$	1,789

XML

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2014

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 17 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 solutions primarily to the personal care, beauty and home care markets form the Beauty + Home segment. Operations that sell dispensing solutions to the prescription drug, consumer health care and injectables markets form the Pharma segment. Operations that sell dispensing solutions 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. The Company evaluates performance of its business segments 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.

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

Years Ended December 31,	2014			2013			2012
Total Sales:
Beauty + Home	$	1,522,444		$	1,501,611		$	1,468,599
Pharma		751,226			709,058			588,853
Food + Beverage		349,297			323,469			288,995
Total Sales	$	2,622,967		$	2,534,138		$	2,346,447
Less: Intersegment Sales:
Beauty + Home	$	24,147		$	13,466		$	14,659
Pharma		—			284			160
Food + Beverage		1,011			375			592
Total Intersegment Sales	$	25,158		$	14,125		$	15,411
Net Sales:
Beauty + Home	$	1,498,297		$	1,488,145		$	1,453,940
Pharma		751,226			708,774			588,693
Food + Beverage		348,286			323,094			288,403
Net Sales	$	2,597,809		$	2,520,013		$	2,331,036
Segment Income (1):
Beauty + Home	$	98,368		$	109,272		$	123,527
Pharma		204,698			189,689			141,912
Food + Beverage		37,728			35,186			30,415
Restructuring Initiatives and Related Depreciation		—			(14,525	)		(4,678	)
Corporate & Other		(38,261	)		(37,958	)		(33,849	)
Income before interest and taxes	$	302,533		$	281,664		$	257,327
Interest expense, net		(16,232	)		(17,281	)		(15,954	)
Income before income taxes	$	286,301		$	264,383		$	241,373
Depreciation and Amortization (1):
Beauty + Home	$	85,469		$	83,328		$	82,828
Pharma		41,690			39,812			33,122
Food + Beverage		20,179			18,871			15,605
Restructuring Initiatives		—			2,725			1,576
Corporate & Other		4,880			5,220			3,891
Depreciation and Amortization	$	152,218		$	149,956		$	137,022
Capital Expenditures:
Beauty + Home	$	76,544		$	81,247		$	97,010
Pharma		37,455			32,643			24,953
Food + Beverage		32,148			19,339			32,282
Corporate & Other		15,793			18,281			19,808
Capital Expenditures	$	161,940		$	151,510		$	174,053
Total Assets:
Beauty + Home	$	1,193,370		$	1,318,933		$	1,240,101
Pharma		619,304			676,420			659,132
Food + Beverage		263,742			253,774			233,553
Corporate & Other		360,774			248,635			191,626
Total Assets	$	2,437,190		$	2,497,762		$	2,324,412

(1) The Company evaluates performance of its 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 twelve months ended December 31, 2014, 2013 and 2012 as follows:

Years Ended December 31,	2014		2013			2012
European Restructuring Plan
Depreciation	$	—	$	2,725		$	1,576
Employee Severance and Other Costs		—		11,844			3,314
Prior Year Initiatives		—		(44	)		(212	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678
Restructuring Initiatives and Related Depreciation Expense by Segment
Beauty + Home	$	—	$	14,548		$	4,787
Pharma		—		—			—
Food + Beverage		—		(23	)		(109	)
Total Restructuring Initiatives and Related Depreciation Expense	$	—	$	14,525		$	4,678

GEOGRAPHIC INFORMATION

 The following are net sales and long-lived asset information by geographic area and product information for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Net Sales to Unaffiliated Customers (1):
United States	$	642,060	$	634,418	$	650,637
Europe:
France		850,817		810,528		650,226
Germany		363,898		339,858		311,205
Italy		141,808		136,617		144,163
Other Europe		150,469		165,038		163,695
Total Europe		1,506,992		1,452,041		1,269,289
Other Foreign Countries		448,757		433,554		411,110
Total	$	2,597,809	$	2,520,013	$	2,331,036
Plant, Property & Equipment:
United States	$	192,265	$	226,917	$	191,697
Europe:
France		228,049		263,913		251,015
Germany		136,491		156,970		137,203
Italy		48,940		57,729		65,743
Other Europe		57,946		72,297		72,404
Total Europe		471,426		550,909		526,365
Other Foreign Countries		147,964		86,836		130,171
Total	$	811,655	$	864,662	$	848,233
Product Net Sales Information:
Pumps	$	1,111,536	$	1,093,514	$	1,044,226
Closures		611,144		594,135		605,493
Valves		350,106		327,635		327,251
Injectables (2)		143,631		142,116		56,465
Other		381,392		362,613		297,601
Total	$	2,597,809	$	2,520,013	$	2,331,036

(1)	Sales are attributed to countries based upon where the sales invoice to unaffiliated customers is generated.
(2)	Injectables represent six month sales in 2012 from the date of acquisition.

No single customer represents 10% or more of the Company's net sales in 2014, 2013 or 2012.

XML

COMMITMENTS AND CONTINGENCIES (Details) (Indemnification agreements, USD $)	Dec. 31, 2014
Indemnification agreements
Commitments and contingencies
Liabilities recorded under indemnification agreements	$ 0

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, unless otherwise specified	Non-Controlling Interest	Accumulated Other Comprehensive (Loss) Income	Common Stock Par Value	Treasury Stock	Capital in Excess of Par Value	Retained Earnings	Total
Balance at Dec. 31, 2011	$ 796	$ 60,318	$ 827	$ (545,612)	$ 364,855	$ 1,409,388	$ 1,290,572
Increase (Decrease) in Stockholders' Equity
Net Income	(192)					162,612	162,420
Foreign currency translation adjustments	4	19,503					19,507
Changes in unrecognized pension gains/losses and related amortization, net of tax		(19,340)					(19,340)
Changes in treasury locks, net of tax		209					209
Net loss on derivatives, net of tax		(7)					(7)
Stock option exercises & restricted stock vestings			13	4	65,355		65,372
Cash dividends declared on common stock						(58,442)	(58,442)
Treasury stock purchased				(79,793)			(79,793)
Balance at Dec. 31, 2012	608	60,683	840	(625,401)	430,210	1,513,558	1,380,498
Increase (Decrease) in Stockholders' Equity
Net Income	(68)					171,994	171,926
Foreign currency translation adjustments	11	29,868					29,879
Changes in unrecognized pension gains/losses and related amortization, net of tax		19,155					19,155
Changes in treasury locks, net of tax		45					45
Stock option exercises & restricted stock vestings			13	1	63,737		63,751
Cash dividends declared on common stock						(66,133)	(66,133)
Treasury stock purchased				(118,813)			(118,813)
Balance at Dec. 31, 2013	551	109,751	853	(744,213)	493,947	1,619,419	1,480,308
Increase (Decrease) in Stockholders' Equity
Net Income	(34)					191,658	191,624
Foreign currency translation adjustments	(8)	(192,816)					(192,824)
Changes in unrecognized pension gains/losses and related amortization, net of tax		(27,004)					(27,004)
Changes in treasury locks, net of tax		24					24
Stock option exercises & restricted stock vestings			9	2	63,366		63,377
Cash dividends declared on common stock						(71,072)	(71,072)
Treasury stock purchased				(290,517)	(50,000)		(340,517)
Balance at Dec. 31, 2014	$ 509	$ (110,045)	$ 862	$ (1,034,728)	$ 507,313	$ 1,740,005	$ 1,103,916

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income	$ 191,624	$ 171,926	$ 162,420
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments	(192,824)	29,879	19,507
Changes in treasury locks, net of tax	24	45	209
Net loss on derivatives, net of tax			(7)
Defined benefit pension plan, net of tax
Actuarial (loss) / gain, net of tax	(29,842)	14,791	(22,316)
Amortization of prior service cost included in net income, net of tax	206	234	239
Amortization of net loss included in net income, net of tax	2,632	4,130	2,737
Total defined benefit pension plan, net of tax	(27,004)	19,155	(19,340)
Total other comprehensive (loss) income	(219,804)	49,079	369
Comprehensive (Loss) Income	(28,180)	221,005	162,789
Comprehensive Loss Attributable to Noncontrolling Interests	42	57	188
Comprehensive (Loss) Income Attributable To AptarGroup, Inc.	$ (28,138)	$ 221,062	$ 162,977

XML

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2014

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 10 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 hedge these risks.

        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 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 December 31, 2014, the Company has recorded the fair value of foreign currency forward exchange contracts of $1.0 million in prepayments and other, $7 thousand in miscellaneous other assets, $2.4 million in accounts payable and accrued liabilities and $0.1 million in deferred and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding as of December 31, 2014 had an aggregate contract amount of $155 million.

Fair Value of Derivative Instruments in the Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013

Derivative Contracts Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2014		December 31, 2013
Derivative Assets
Foreign Exchange Contracts	Prepayments and other	$	1,037	$	3,003
Foreign Exchange Contracts	Miscellaneous Other Assets		7		985
		$	1,044	$	3,988
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	2,378	$	522
Foreign Exchange Contracts	Deferred and other non-current liabilities		115		110
		$	2,493	$	632

The Effect of Derivative Instruments on the Consolidated Statements of Income
for the Fiscal Years Ended December 31, 2014 and December 31, 2013

Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivative	Amount of (Loss) Gain Recognized in Income on Derivative
		2014			2013
Foreign Exchange Contracts	Other (Expense) Income Miscellaneous, net	$	(2,368	)	$	3,307
		$	(2,368	)	$	3,307

							Gross Amounts not Offset in the Statement of Financial Position
			Gross Amounts Offset in the Financial Position		Net Amounts Presented in the Statement of Financial Position
	Gross Amount						Financial Instruments		Cash Collateral Received		Net Amount
Description
December 31, 2014
Derivative Assets	$	1,044		—	$	1,044		—		—	$	1,044
Total Assets	$	1,044		—	$	1,044		—		—	$	1,044
Derivative Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
Total Liabilities	$	2,493		—	$	2,493		—		—	$	2,493
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

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Feb. 23, 2015	Jun. 30, 2014
Document and Entity Information
Entity Registrant Name	APTARGROUP INC
Entity Central Index Key	0000896622
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 4,258,697,782
Entity Common Stock, Shares Outstanding		62,334,070
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY

XML

FAIR VALUE

12 Months Ended

Dec. 31, 2014

FAIR VALUE

FAIR VALUE

NOTE 11 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 December 31, 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(1)	$	1,044	$	—	$	1,044	$	—
Total assets at fair value	$	1,044	$	—	$	1,044	$	—
Liabilities
Forward exchange contracts(1)	$	2,493	$	—	$	2,493	$	—
Total liabilities at fair value	$	2,493	$	—	$	2,493	$	—

        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 (1)	$	3,988	$	—	$	3,988	$	—
Total assets at fair value	$	3,988	$	—	$	3,988	$	—
Liabilities
Forward exchange contracts (1)	$	632	$	—	$	632	$	—
Total liabilities at fair value	$	632	$	—	$	632	$	—

(1) 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 $606 million as of December 31, 2014 and $363 million as of December 31, 2013.

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RESTRUCTURING INITIATIVE (Details) (USD $)	0 Months Ended	12 Months Ended
	Nov. 01, 2012 item	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Restructuring reserve
Net Charges			$ 11,800,000	$ 3,102,000
European Restructuring Plan
Restructuring initiatives
Number of facilities involved in restructuring plan	12
Number of facilities closed	2
Number of employees impacted by closure of facilities	170
Cumulative expense incurred to date			19,500,000
Restructuring reserve
Restructuring reserve, balance at the beginning of the period		4,256,000
Net Charges			11,844,000	3,314,000
Cash Paid		(3,744,000)
FX Impact		(153,000)
Restructuring reserve, balance at the end of the period		359,000	4,256,000
Employee severance | European Restructuring Plan
Restructuring reserve
Restructuring reserve, balance at the beginning of the period		2,521,000
Cash Paid		(2,049,000)
FX Impact		(113,000)
Restructuring reserve, balance at the end of the period		359,000
Other costs | European Restructuring Plan
Restructuring reserve
Restructuring reserve, balance at the beginning of the period		1,735,000
Cash Paid		(1,695,000)
FX Impact		$ (40,000)

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and equivalents	$ 399,762	$ 309,861
Accounts and notes receivable, less allowance for doubtful accounts of $4,251 in 2014 and $4,416 in 2013	406,976	438,221
Inventories	311,072	353,159
Prepayments and other	96,128	97,170
Total Current Assets	1,213,938	1,198,411
Property, Plant and Equipment:
Buildings and improvements	353,683	377,300
Machinery and equipment	1,919,507	1,982,195
Property, Plant and Equipment, Gross	2,273,190	2,359,495
Less: Accumulated depreciation	(1,484,546)	(1,518,894)
Property, Plant and Equipment, Net	788,644	840,601
Land	23,011	24,061
Total Property, Plant and Equipment	811,655	864,662
Other Assets:
Investments in affiliates	5,760	8,243
Goodwill	329,741	358,865
Intangible assets	40,045	49,951
Miscellaneous	36,051	17,630
Total Other Assets	411,597	434,689
Total Assets	2,437,190	2,497,762
Current Liabilities:
Notes payable	233,284	138,445
Current maturities of long-term obligations	18,692	1,325
Accounts payable and accrued liabilities	352,762	403,051
Total Current Liabilities	604,738	542,821
Total long-term obligations	588,892	354,814
Deferred Liabilities and Other:
Deferred income taxes	25,521	42,072
Retirement and deferred compensation plans	109,517	71,883
Deferred and other non-current liabilities	4,606	5,864
Commitments and contingencies
Total Deferred Liabilities and Other	139,644	119,819
AptarGroup, Inc. stockholders' equity
Common stock, $.01 par value, 199 million shares authorized, and 86.3 and 85.4 million shares issued at 2014 and 2013, respectively	862	853
Capital in excess of par value	507,313	493,947
Retained earnings	1,740,005	1,619,419
Accumulated other comprehensive (loss) income	(110,045)	109,751
Less: Treasury stock at cost, 24.3 million and 20.0 million shares in 2014 and 2013, respectively	(1,034,728)	(744,213)
Total AptarGroup, Inc. Stockholders' Equity	1,103,407	1,479,757
Noncontrolling interests in subsidiaries	509	551
Total Stockholders' Equity	1,103,916	1,480,308
Total Liabilities and Stockholders' Equity	$ 2,437,190	$ 2,497,762

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INCOME TAXES

12 Months Ended

Dec. 31, 2014

INCOME TAXES

INCOME TAXES

NOTE 5 INCOME TAXES

 Income before income taxes consists of:

Years Ended December 31,	2014		2013		2012
United States	$	31,681	$	28,968	$	58,250
International		254,620		235,415		183,123
Total	$	286,301	$	264,383	$	241,373

        The provision (benefit) for income taxes is comprised of:

Years Ended December 31,	2014			2013			2012
Current:
U.S. Federal	$	14,023		$	7,174		$	17,027
State/Local		42			(631	)		491
International		99,585			79,070			70,450
	$	113,650		$	85,613		$	87,968
Deferred:
U.S. Federal/State	$	(10,130	)	$	9,575		$	8,757
International		(8,843	)		(2,731	)		(17,772	)
	$	(18,973	)	$	6,844		$	(9,015	)
Total	$	94,677		$	92,457		$	78,953

        The difference between the actual income tax provision and the tax provision computed by applying the statutory federal income tax rate of 35.0% in 2014, 2013 and 2012 to income before income taxes is as follows:

Years Ended December 31,	2014			2013			2012
Income tax at statutory rate	$	100,205		$	92,534		$	84,481
State income taxes (benefits), net of federal benefit (tax)		770			(610	)		717
Provision for distribution of current foreign earnings		695			11,388			9,552
Rate differential on earnings of foreign operations		(5,478	)		(10,167	)		(14,865	)
Other items, net		(1,515	)		(688	)		(932	)
Actual income tax provision	$	94,677		$	92,457		$	78,953
Effective income tax rate		33.1	%		35.0	%		32.7	%

        In 2014, we did not repatriate foreign earnings to the U.S. Therefore, the 2014 tax provision is lower than the prior year as 2013 included $10.1 million of net additional tax expense due to repatriations.

        The tax provision for 2013 reflects an increase of $6.7 million due to tax law changes in France. These changes were enacted on December 31, 2013 but retroactive to January 1, 2013. An additional $2.3 million of tax was incurred as a result of new French distribution taxes effective for distributions after August 17, 2012. The increases were partially offset by a benefit of $3.6 million from the expected use of net operating losses in Brazil and a benefit of $1.4 million from a tax law change in Italy.

        The tax provision for 2012 reflects the benefit of $0.7 million in Brazil related to claims filed under a program to encourage equity funding of Brazilian entities and deferred tax benefits of $1.8 million, due in part to the merger of some of the company's Indian operations. These benefits were partially offset by $0.7 million of additional expense created by tax law changes enacted in 2012 in France.

        Significant deferred tax assets and liabilities as of December 31, 2014 and 2013 are comprised of the following temporary differences:

	2014			2013
Deferred Tax Assets:
Pension liabilities	$	35,582		$	21,106
Stock options		15,672			10,785
Foreign tax credit carryforward		10,348			—
Net operating loss carryforwards		7,896			6,675
U.S. state tax credits		7,641			6,192
Vacation		5,892			6,109
Workers compensation		4,526			4,180
Other		9,584			15,709
Total gross deferred tax assets		97,141			70,756
Less valuation allowance		(7,734	)		(4,840	)
Net deferred tax assets		89,407			65,916
Deferred Tax Liabilities:
Depreciation, amortization and leases		53,121			61,316
Acquisition related intangibles		18,058			20,100
Total gross deferred tax liabilities		71,179			81,416
Net deferred tax assets / (liabilities)	$	18,228		$	(15,500	)

        The foreign tax credit carryforward will expire in the years 2023 and 2024. There is no expiration date on $6.2 million of the tax-effected net operating loss carry forwards and $1.7 million (tax effected) will expire in the years 2015 to 2034. The U.S. state tax credit carryforwards of $7.6 million (tax effected) will expire in the years 2015 to 2029. The total amount of both net operating losses and state tax credit carryforwards that will expire in 2015 is $0.1 million. This amount is not expected to be used.

        The Company evaluates the deferred tax assets and records a valuation allowance when it is believed it is more likely than not that the benefit will not be realized. The Company has established a valuation allowance of $2.2 million of the $7.9 million of tax effected net operating loss carry forwards. These losses are generally in start-up jurisdictions or locations that have not produced an operating profit to date. A valuation allowance of $5.4 million has been established against the $7.6 million of U.S. state tax credit carry forwards. A valuation allowance of $0.1 million has been established related to other future tax deductions in non-U.S. jurisdictions, the benefit of which management believes will not be realized.

        The Company repatriated a portion of foreign subsidiary earnings in 2013 and 2012 in the amount of $79 million each year. All of these amounts were received from our European operations except for $1.3 million from Canada in 2012. All repatriations from Europe were from current year earnings and not from funds previously considered permanently reinvested. The $1.3 million of Canadian funds were distributed as the result of the completion of our 2009 restructuring activities within Canada. The tax effects related to these repatriations were recorded in the period the repatriation decision was made. The Company made no distributions of foreign earnings to the U.S. in 2014.

        As of December 31, 2014, the Company had $1.3 billion of undistributed earnings from non-U.S. subsidiaries which have been designated as permanently reinvested. The Company has not made a provision for U.S. or additional foreign taxes on this amount. However, we estimate the amount of additional tax that might be payable on these earnings to be in the range of $100 million to $125 million. These earnings will continue to be reinvested indefinitely and could become subject to the additional tax if they were remitted as dividends or lent to a U.S. affiliate, or if the Company should sell its stock in the subsidiaries.

        The Company has not provided for taxes on certain tax-deferred income of a foreign operation. The income arose predominately from government grants. Taxes of approximately $2.2 million would become payable in the event the terms of the grant are not fulfilled.

INCOME TAX UNCERTAINTIES

 The Company provides a liability for the amount of tax benefits realized from uncertain tax positions. A reconciliation of the beginning and ending amount of income tax uncertainties is as follows:

	2014			2013			2012
Balance at January 1	$	7,988		$	8,464		$	9,071
Increases based on tax positions for the current year		113			110			245
Increases based on tax positions of prior years		228			381			107
Decreases based on tax positions of prior years		(1,073	)		(92	)		(257	)
Settlements		(407	)		(515	)		(21	)
Lapse of statute of limitations		(441	)		(360	)		(681	)
Balance at December 31	$	6,408		$	7,988		$	8,464

        The amount of income tax uncertainties that, if recognized, would impact the effective tax rate is $6.3 million. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease 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.

        The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income taxes. As of December 31, 2014, 2013 and 2012, the Company had approximately $0.7 million, $0.9 million and $1.3 million, respectively, accrued for the payment of interest and penalties, of which approximately ($0.2) million, ($0.4) million and ($0.1) million was recognized in income tax expense in the years ended December 31, 2014, 2013 and 2012, respectively.

        The Company or its subsidiaries file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. The major tax jurisdictions the Company files in, with the years still subject to income tax examinations, are listed below:

Major Tax Jurisdiction	Tax Years Subject to Examination
United States — Federal	2011 – 2014
United States — State	2009 – 2014
France	2012 – 2014
Germany	2011 – 2014
Italy	2010 – 2014
China	2012 – 2014

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2014

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 4 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 At December 31, 2014 and 2013, accounts payable and accrued liabilities consisted of the following:

	2014		2013
Accounts payable, principally trade	$	116,374	$	150,122
Accrued employee compensation costs		125,227		126,845
Customer deposits and other unearned income		42,641		37,084
Other accrued liabilities		68,520		89,000
Total	$	352,762	$	403,051

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EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2014

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 16 EARNINGS PER SHARE

 The reconciliation of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 are as follows:

	Income (Numerator)		Shares (Denominator)	Per Share Amount
For the Year Ended December 31, 2014
Basic EPS
Income available to common stockholders	$	191,658	65,009	$	2.95
Effect of Dilutive Securities
Stock options			2,248
Restricted stock		—	35
Diluted EPS
Income available to common stockholders	$	191,658	67,292	$	2.85
For the Year Ended December 31, 2013
Basic EPS
Income available to common stockholders	$	171,994	66,090	$	2.60
Effect of Dilutive Securities
Stock options			2,106
Restricted stock		—	12
Diluted EPS
Income available to common stockholders	$	171,994	68,208	$	2.52
For the Year Ended December 31, 2012
Basic EPS
Income available to common stockholders	$	162,612	66,392	$	2.45
Effect of Dilutive Securities
Stock options			1,990
Restricted stock		—	13
Diluted EPS
Income available to common stockholders	$	162,612	68,395	$	2.38

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 12 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 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 December 31, 2014.

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RETIREMENT AND DEFERRED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2014

RETIREMENT AND DEFERRED COMPENSATION PLANS

RETIREMENT AND DEFERRED COMPENSATION PLANS

NOTE 8 RETIREMENT AND DEFERRED COMPENSATION PLANS

 The Company has various noncontributory retirement plans covering certain of its domestic and foreign employees. Benefits under the Company's retirement plans are based on participants' years of service and annual compensation as defined by each plan. Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by the Employee Retirement Income Security Act of 1974, as amended (ERISA). Certain pension commitments under its foreign plans are also funded according to local requirements or at the Company's discretion.

        The following table presents the changes in the benefit obligations and plan assets for the most recent two years for the Company's domestic and foreign plans.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	129,448		$	136,321		$	84,660		$	80,610
Service cost		8,042			8,539			4,186			3,901
Interest cost		5,928			4,992			2,711			2,676
Business acquired		—			—			—			—
Curtailment/Settlement		—			—			—			(1,342	)
Actuarial (gain) loss		33,058			(14,260	)		14,765			(1,752	)
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(12,051	)		3,519
Benefit obligation at end of year	$	171,501		$	129,448		$	91,160		$	84,660

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Change in plan assets:
Fair value of plan assets at beginning of year	$	100,567		$	84,587		$	54,075		$	47,876
Actual return on plan assets		5,431			12,063			2,875			1,742
Employer contribution		10,071			10,061			8,016			5,419
Business acquired		—			—			—			—
Benefits paid		(4,975	)		(6,144	)		(3,111	)		(2,952	)
Foreign currency translation adjustment		—			—			(6,461	)		1,990
Fair value of plan assets at end of year	$	111,094		$	100,567		$	55,394		$	54,075
Funded status at end of year	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

        The following table presents the funded status amounts recognized in the Company's Consolidated Balance Sheets as of December 31, 2014 and 2013.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Current liabilities	$	(471	)	$	(809	)	$	—		$	—
Non-current liabilities		(59,936	)		(28,072	)		(35,766	)		(30,585	)
	$	(60,407	)	$	(28,881	)	$	(35,766	)	$	(30,585	)

        The following table presents the amounts not recognized as components of periodic benefit cost that are recognized in accumulated other comprehensive loss as of December 31, 2014 and 2013.

	Domestic Plans						Foreign Plans
	2014			2013			2014			2013
Net actuarial loss	$	64,272		$	32,930		$	36,219		$	24,844
Net prior service cost		—			—			3,471			3,784
Tax effects		(24,102	)		(12,349	)		(12,762	)		(9,116	)
	$	40,170		$	20,581		$	26,928		$	19,512

        Changes in benefit obligations and plan assets recognized in other comprehensive income in 2014 are as follows:

	Domestic Plans			Foreign Plans
Current year actuarial loss	$	(34,211	)	$	(12,589	)
Amortization of net loss		2,869			1,214
Amortization of prior service cost		—			313
	$	(31,342	)	$	(11,062	)

        The following table presents the amounts in accumulated other comprehensive loss as of December 31, 2014 expected to be recognized as components of periodic benefit cost in 2015.

	Domestic Plans		Foreign Plans
Amortization of net loss	$	5,536	$	1,826
Amortization of prior service cost		—		279
	$	5,536	$	2,105

Components of net periodic benefit cost:

	Domestic Plans
	2014			2013			2012
Service cost	$	8,042		$	8,539		$	7,217
Interest cost		5,928			4,992			4,913
Expected return on plan assets		(6,585	)		(5,775	)		(5,604	)
Amortization of net loss		2,869			5,103			3,854
Amortization of prior service cost		—			3			4
Net periodic benefit cost	$	10,254		$	12,862		$	10,384
Curtailment		—			—			—
Total Net periodic benefit cost	$	10,254		$	12,862		$	10,384

	Foreign Plans
	2014			2013			2012
Service cost	$	4,186		$	3,901		$	2,244
Interest cost		2,711			2,676			2,658
Expected return on plan assets		(1,979	)		(1,821	)		(1,538	)
Amortization of net loss		1,214			1,416			475
Amortization of prior service cost		313			373			361
Net periodic benefit cost	$	6,445		$	6,545		$	4,200
Curtailment		—			1			—
Total Net periodic benefit cost	$	6,445		$	6,546		$	4,200

        The accumulated benefit obligation ("ABO") for the Company's domestic defined benefit pension plans was $153.8 million and $114.6 million at December 31, 2014 and 2013, respectively. The accumulated benefit obligation for the Company's foreign defined benefit pension plans was $70.7 million and $67.0 million at December 31, 2014 and 2013, respectively.

        The following table provides the projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets as of December 31, 2014 and 2013.

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	77,475
Accumulated benefit obligation		153,778		114,592		67,317		60,707
Fair value of plan assets		111,094		100,567		51,993		47,753

        The following table provides the PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets as of December 31, 2014 and 2013.

	Domestic Plans				Foreign Plans
	2014		2013		2014		2013
Projected benefit obligation	$	171,501	$	129,448	$	87,759	$	81,158
Accumulated benefit obligation		153,778		114,592		67,317		63,527
Fair value of plan assets		111,094		100,567		51,993		50,573

Assumptions:

	Domestic Plans						Foreign Plans
	2014		2013		2012		2014		2013		2012
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		3.83%		4.75%		3.80%		1.90%		3.24%		3.19%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate		4.75%		3.80%		4.40%		3.24%		3.19%		5.10%
Expected long-term return on plan assets		7.00%		7.00%		7.00%		3.79%		3.79%		3.83%
Rate of compensation increase		4.00%		4.00%		4.00%		3.00%		3.00%		3.00%

        The Company develops the expected long-term rate of return assumptions based on historical experience and by evaluating input from the plans' asset managers, including the managers' review of asset class return expectations and benchmarks, economic indicators and long-term inflation assumptions.

        In order to determine the 2015 net periodic benefit cost, the Company expects to use the December 31, 2014 discount rates, December 31, 2014 rates of compensation increase assumptions and the same assumed long-term returns on domestic and foreign plan assets used for the 2014 net periodic benefit cost.

        The Company's domestic and foreign pension plan weighted-average asset allocations at December 31, 2014 and 2013 by asset category are as follows:

Plan Assets:

	Domestic Plans Assets at December 31,				Foreign Plans Assets at December 31,
	2014		2013		2014		2013
Equity securities		47%		49%		5%		5%
Fixed income securities		27%		24%		1%		4%
Corporate debt securities		—		—		12%		12%
Infrastructure		8%		8%		—		—
Hedge funds		15%		10%		—		—
Money market		3%		9%		2%		1%
Investment Funds		—		—		80%		78%
Total		100%		100%		100%		100%

        The Company's investment strategy for its domestic and foreign pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk. The investment policy strives to have assets sufficiently diversified so that adverse or unexpected results from one security type will not have an unduly detrimental impact on the entire portfolio and accordingly, establishes a target allocation for each asset category within the portfolio. The domestic plan asset allocation is reviewed on a quarterly basis and the foreign plan asset allocation is reviewed annually. Rebalancing occurs as needed to comply with the investment strategy. The domestic plan target allocation for 2015 is 60% equity securities and 40% fixed income securities and infrastructure. The foreign plan target allocation for 2015 is 99% investment funds and 1% money market.

        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.

	Domestic Fair Value Measurement at December 31, 2014								Foreign Fair Value Measurement at December 31, 2014
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	3,190	$	3,190	$	—	$	—	$	1,289	$	1,289	$	—	$	—
USD		—		3,190		—		—		—		—		—		—
EUR		—		—		—		—		—		1,289		—		—
Equity Securities (a)	$	52,840	$	52,840		—		—	$	2,625	$	2,625		—		—
US Large Cap Equities		—		29,381		—		—		—		—		—		—
US Small Cap Equities		—		8,493		—		—		—		—		—		—
International Equities		—		14,966		—		—		—		2,625		—		—
Fixed Income (a)	$	29,762	$	19,713		10,049		—	$	574	$	574		—		—
Corporate debts securities		—		—		—		—	$	6,758	$	6,758		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,758		—		—
Hedge Fund (b &c)	$	16,371		—		16,099	$	272		—		—		—		—
Investment Funds		—		—		—		—	$	44,148	$	14,643	$	29,505		—
Mutual Funds in Equities (a)		—		—		—		—		—		2,687		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		11,386		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		570		29,505		—
Infrastructure (c)	$	8,931		—		—	$	8,931		—		—		—		—
Total Investments	$	111,094	$	75,743	$	26,148	$	9,203	$	55,394	$	25,889	$	29,505	$	—

	Domestic Fair Value Measurement at December 31, 2013								Foreign Fair Value Measurement at December 31, 2013
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	9,070	$	9,070	$	—	$	—	$	757	$	757	$	—	$	—
USD		—		9,070		—		—		—		—		—		—
EUR		—		—		—		—		—		757		—		—
Equity Securities (a)	$	49,261	$	49,261		—		—	$	2,547	$	2,547		—		—
US Large Cap Equities		—		20,159		—		—		—		—		—		—
US Small Cap Equities		—		14,521		—		—		—		—		—		—
International Equities		—		14,581		—		—		—		2,547		—		—
Core Fixed Income (a)	$	23,918	$	23,918		—		—		1,950		1,950		—		—
Corporate debts securities		—		—		—		—	$	6,560	$	6,560		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		6,560		—		—
Hedge Fund (c)	$	9,731		—		—	$	9,731		—		—		—		—
Investment Funds		—		—		—		—	$	42,261	$	15,501	$	26,760		—
Mutual Funds in Equities (a)		—		—		—		—		—		3,628		—		—
Mutual Funds in Bonds (a)		—		—		—		—		—		10,040		—		—
Mutual Funds Diversified (a &b)		—		—		—		—		—		1,833		26,760		—
Infrastructure (c)	$	8,587		—		—	$	8,587		—		—		—		—
Total Investments	$	100,567	$	82,249	$	—	$	18,318	$	54,075	$	27,315	$	26,760	$	—

(a)	Based on third party quotation from financial institution.
(b)	Based on observable market transactions.
(c)	Based on a quarterly statement prepared by the fund manager that reflects contributions, distributions and realized/unrealized gains and losses.

        The following table sets forth a summary of changes in fair value of the pension plan investments classified as Level 3 for the year ended December 31, 2014.

	Infrastructure Fund			Hedge Fund
Balance, 12/31/12	$	8,015		$	8,575
Return on assets held		725			1,156
Admin fees and other		(153	)		—
Balance, 12/31/13	$	8,587		$	9,731
Purchases, sales and settlements, net		—			(9,387	)
Return on assets held		476			(72	)
Admin fees and other		(132	)		—
Balance, 12/31/14	$	8,931		$	272

CONTRIBUTIONS

 Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by ERISA. The Company contributed $10.1 million to its domestic defined benefit plans in 2014 and although the Company has no minimum funding requirement, we plan to contribute approximately $10.0 million in 2015. Contributions to fund pension costs accrued under the Company's foreign plans are made in accordance with local laws or at the Company's discretion. The Company contributed approximately $8.0 million to its foreign defined benefit plan in 2014 and expects to contribute approximately $13.7 million in 2015.

ESTIMATED FUTURE BENEFIT PAYMENTS

 As of December 31, 2014, the Company expects the plans to make the following estimated benefit payments relating to its defined benefit plans over the next ten years:

	Domestic Plans		Foreign Plans
2015	$	6,777	$	1,951
2016		8,275		1,877
2017		8,925		2,470
2018		9,436		2,921
2019		9,617		4,569
2020 – 2024		62,132		22,853

OTHER PLANS

 The Company has a non-qualified supplemental pension plan for domestic employees which provides for pension amounts that would have been payable from the Company's principal domestic pension plan if it were not for limitations imposed by income tax regulations. The liability for this plan, which is not funded, was $8.5 million and $6.5 million at December 31, 2014 and 2013, respectively. This amount is included in the liability for domestic plans shown above.

        The Company has a defined contribution 401(k) employee savings plan available to substantially all domestic employees. Company matching contributions are made in cash up to a maximum of 3% of the participating employee's salary subject to income tax regulations. For each of the years ended December 31, 2014, 2013 and 2012, total contributions made by the Company to these plans were approximately $2.8 million, $2.6 million and $2.6 million, respectively.

        The Company has several foreign defined contribution plans, which require the Company to contribute a percentage of the participating employee's salary according to local regulations. For each of the years ended December 31, 2014, 2013 and 2012, total contributions made by the Company to these plans were approximately $2.3 million, $2.1 million and $1.8 million, respectively.

        The Company has no additional postretirement or postemployment benefit plans.

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Details 2) (Level 3, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Infrastructure
Summary of changes in fair value of pension plan investments classified as Level 3
Fair value of plan assets at beginning of year	$ 8,587	$ 8,015
Return on assets held	476	725
Admin fees and other	(132)	(153)
Fair value of plan assets at end of year	8,931	8,587
Hedge Fund
Summary of changes in fair value of pension plan investments classified as Level 3
Fair value of plan assets at beginning of year	9,731	8,575
Purchases, sales and settlements, net	(9,387)
Return on assets held	(72)	1,156
Fair value of plan assets at end of year	$ 272	$ 9,731

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DEBT

12 Months Ended

Dec. 31, 2014

DEBT

DEBT

NOTE 6 DEBT

 Average borrowings under short-term notes payable were $198.3 million and $61.4 million for 2014 and 2013, respectively. The average annual interest rate on short-term notes payable, which is included in the notes payable caption under current liabilities of the balance sheet was approximately 1.5% for 2014 and 3.1% for 2013. There are no compensating balance requirements associated with short-term borrowings.

        On January 31, 2012, we entered into a revolving credit facility that provides for unsecured financing of up to $300 million. Each borrowing under this credit facility will bear interest at rates based on LIBOR, prime rates or other similar rates, in each case plus an applicable margin. A facility fee on the total amount of the facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the new credit facility and the facility fee percentage may change from time to time depending on changes in AptarGroup's consolidated leverage ratio. 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. On December 16, 2014, we amended the credit facility to, among other things, change our financial covenants to leverage and interest coverage ratios, and extend the maturity date of the revolving credit facility to December 16, 2019. The outstanding balance under the credit facility was $230 million and $110 million at December 31, 2014 and 2013, respectively, and is reported as notes payable in the current liabilities section of the Consolidated Balance Sheets. We incurred approximately $2.7 million and $1.0 million in interest and fees related to this credit facility during 2014 and 2013, respectively. The revolving credit and the senior unsecured debt agreements contain covenants, with which the Company is in compliance, that include certain financial tests.

        At December 31, the Company's long-term obligations consisted of the following:

	2014			2013
Notes payable 0.61% – 31.25%, due in monthly and annual installments through 2027	$	5,160		$	3,230
Senior unsecured notes 2.3%, due in 2015		16,000			16,000
Senior unsecured notes 6.0%, due in 2016		50,000			50,000
Senior unsecured notes 6.0%, due in 2018		75,000			75,000
Senior unsecured notes 3.8%, due in 2020		84,000			84,000
Senior unsecured notes 3.2%, due in 2022		75,000			75,000
Senior unsecured notes 3.5%, due in 2023		125,000			—
Senior unsecured notes 3.4%, due in 2024		50,000			50,000
Senior unsecured notes 3.6%, due in 2025		125,000			—
Capital lease obligations		2,424			2,909
		607,584			356,139
Current maturities of long-term obligations		(18,692	)		(1,325	)
Total long-term obligations	$	588,892		$	354,814

        Aggregate long-term maturities, excluding capital lease obligations, which is discussed in Note 7, due annually for the five years beginning in 2015 are $18,057, $51,217, $0, $75,000, $0 and $460,886 thereafter.

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LEASE COMMITMENTS

12 Months Ended

Dec. 31, 2014

LEASE COMMITMENTS

LEASE COMMITMENTS

NOTE 7 LEASE COMMITMENTS

 The Company leases certain warehouse, plant, and office facilities as well as certain equipment under noncancelable operating and capital leases expiring at various dates through the year 2027. Most of the operating leases contain renewal options and certain leases include options to purchase during or at the end of the lease term.

        Amortization expense related to capital leases is included in depreciation expense. Rent expense under operating leases (including taxes, insurance and maintenance when included in the rent) amounted to $30,813, $30,720 and $26,911 in 2014, 2013 and 2012, respectively.

        Assets recorded under capital leases consist of:

	2014			2013
Buildings	$	2,434		$	15,162
Machinery and equipment		1,076			—
	$	3,510		$	15,162
Accumulated depreciation		(758	)		(11,705	)
	$	2,752		$	3,457

        Future minimum payments, by year and in the aggregate, under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at December 31, 2014:

	Capital Leases			Operating Leases
2015	$	695		$	19,292
2016		733			14,465
2017		674			11,843
2018		512			9,248
2019		—			8,668
Subsequent to 2019		—			21,357
Total minimum lease payments		2,614		$	84,873
Amounts representing interest		(190	)
Present value of future minimum lease payments		2,424
Lease amount due in one year		(635	)
Total	$	1,789

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

12 Months Ended

Dec. 31, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

NOTE 9 ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in Accumulated Other Comprehensive Income by Component:

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance — December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications		29,868			14,791			—			44,659
Amounts reclassified from accumulated other comprehensive income		—			4,364			45			4,409
Net current-period other comprehensive income		29,868			19,155			45			49,068
Balance — December 31, 2013	$	149,965		$	(40,093	)	$	(121	)	$	109,751
Other comprehensive income before reclassifications		(192,476	)		(29,842	)		—			(222,318	)
Amounts reclassified from accumulated other comprehensive income		(340	)		2,838			24			2,522
Net current-period other comprehensive income		(192,816	)		(27,004	)		24			(219,796	)
Balance — December 31, 2014	$	(42,851	)	$	(67,097	)	$	(97	)	$	(110,045	)

Reclassifications Out of Accumulated Other Comprehensive Income:

	Amount Reclassified from Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Years Ended December 31,							Affected Line in the Statement Where Net Income is Presented
	2014			2013
Defined Benefit Pension Plans
Amortization of net loss	$	4,083		$	6,519		(a)
Amortization of prior service cost		313			376		(a)
		4,396			6,895		Total before tax
		(1,558	)		(2,531	)	Tax benefit
	$	2,838		$	4,364		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		38			69		Interest Expense
Net loss on derivatives		—			—		Interest Income
		38			69		Total before tax
		(14	)		(24	)	Tax benefit
	$	24		$	45		Net of tax
Total reclassifications for the period	$	2,522		$	4,409

(a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 8—Retirement and Deferred Compensation Plans for additional details).

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Aggregate amount of forward exchange contracts, outstanding	$ 155,000,000
Fair Value of Derivative Instruments
Derivative Assets	1,044,000	3,988,000
Derivative Liabilities	2,493,000	632,000
Derivative Contracts Not Designated as Hedging Instruments
Fair Value of Derivative Instruments
Derivative Assets	1,044,000	3,988,000
Derivative Liabilities	2,493,000	632,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Prepaid and other
Fair Value of Derivative Instruments
Derivative Assets	1,037,000	3,003,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Miscellaneous Other Assets
Fair Value of Derivative Instruments
Derivative Assets	7,000	985,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts payable and accrued liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	2,378,000	522,000
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Deferred and other non-current liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	$ 115,000	$ 110,000

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Derivative Assets
Gross Amount	$ 1,044	$ 3,988
Net Amounts Presented in the Statement of Financial Position	1,044	3,988
Net Amount	1,044	3,988
Derivative Liabilities
Gross Amount	2,493	632
Net Amounts Presented in the Statement of Financial Position	2,493	632
Net Amount	$ 2,493	$ 632

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Amount Reclassified from Accumulated Other Comprehensive Income
Interest expense									$ 21,029	$ 20,514	$ 18,950
Net loss on derivatives									(4,797)	(3,233)	(2,996)
Miscellaneous, net									1,966	2,027	1,129
Total before tax									(286,301)	(264,383)	(241,373)
Tax benefit									94,677	92,457	78,953
Total reclassifications for the period	(41,598)	(48,595)	(53,076)	(48,389)	(36,899)	(45,264)	(49,802)	(40,029)	(191,658)	(171,994)	(162,612)
Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total reclassifications for the period									2,522	4,409
Defined Benefit Pension Plans | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Amortization of net loss									4,083	6,519
Amortization of prior service cost									313	376
Total before tax									4,396	6,895
Tax benefit									(1,558)	(2,531)
Total reclassifications for the period									2,838	4,364
Foreign Currency | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Miscellaneous, net									(340)
Total before tax									(340)
Total reclassifications for the period									(340)
Other | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total before tax									38	69
Tax benefit									(14)	(24)
Total reclassifications for the period									24	45
Other | Treasury locks | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Interest expense									$ 38	$ 69

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2014

INCOME TAXES

Schedule of income before income taxes

Years Ended December 31,	2014		2013		2012
United States	$	31,681	$	28,968	$	58,250
International		254,620		235,415		183,123
Total	$	286,301	$	264,383	$	241,373

Components of provision (benefit) for income taxes

Years Ended December 31,	2014			2013			2012
Current:
U.S. Federal	$	14,023		$	7,174		$	17,027
State/Local		42			(631	)		491
International		99,585			79,070			70,450
	$	113,650		$	85,613		$	87,968
Deferred:
U.S. Federal/State	$	(10,130	)	$	9,575		$	8,757
International		(8,843	)		(2,731	)		(17,772	)
	$	(18,973	)	$	6,844		$	(9,015	)
Total	$	94,677		$	92,457		$	78,953

Schedule of reconciliation of actual income tax provision and the tax provision computed by applying statutory federal income tax rate

Years Ended December 31,	2014			2013			2012
Income tax at statutory rate	$	100,205		$	92,534		$	84,481
State income taxes (benefits), net of federal benefit (tax)		770			(610	)		717
Provision for distribution of current foreign earnings		695			11,388			9,552
Rate differential on earnings of foreign operations		(5,478	)		(10,167	)		(14,865	)
Other items, net		(1,515	)		(688	)		(932	)
Actual income tax provision	$	94,677		$	92,457		$	78,953
Effective income tax rate		33.1	%		35.0	%		32.7	%

Components of significant deferred tax assets and liabilities

	2014			2013
Deferred Tax Assets:
Pension liabilities	$	35,582		$	21,106
Stock options		15,672			10,785
Foreign tax credit carryforward		10,348			—
Net operating loss carryforwards		7,896			6,675
U.S. state tax credits		7,641			6,192
Vacation		5,892			6,109
Workers compensation		4,526			4,180
Other		9,584			15,709
Total gross deferred tax assets		97,141			70,756
Less valuation allowance		(7,734	)		(4,840	)
Net deferred tax assets		89,407			65,916
Deferred Tax Liabilities:
Depreciation, amortization and leases		53,121			61,316
Acquisition related intangibles		18,058			20,100
Total gross deferred tax liabilities		71,179			81,416
Net deferred tax assets / (liabilities)	$	18,228		$	(15,500	)

Schedule of reconciliation of the beginning and ending amount of income tax uncertainties

	2014			2013			2012
Balance at January 1	$	7,988		$	8,464		$	9,071
Increases based on tax positions for the current year		113			110			245
Increases based on tax positions of prior years		228			381			107
Decreases based on tax positions of prior years		(1,073	)		(92	)		(257	)
Settlements		(407	)		(515	)		(21	)
Lapse of statute of limitations		(441	)		(360	)		(681	)
Balance at December 31	$	6,408		$	7,988		$	8,464

Summary of major tax jurisdictions the Company files in, with the years still subject to income tax examinations

Major Tax Jurisdiction	Tax Years Subject to Examination
United States — Federal	2011 – 2014
United States — State	2009 – 2014
France	2012 – 2014
Germany	2011 – 2014
Italy	2010 – 2014
China	2012 – 2014

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
INVENTORIES
Inventories accounted for by using the LIFO method (as a percent)	19.00%	20.00%
Inventories, by component
Raw materials	$ 108,618	$ 114,359
Work in process	94,414	108,924
Finished goods	115,809	137,591
Total	318,841	360,874
Less LIFO reserve	(7,769)	(7,715)
Total	$ 311,072	$ 353,159

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CAPITAL STOCK

12 Months Ended

Dec. 31, 2014

CAPITAL STOCK

CAPITAL STOCK

NOTE 14 CAPITAL STOCK

 We have 199 million authorized shares of common stock. The number of shares of common stock and treasury stock and the share activity were as follows:

	Common Shares				Treasury Shares
	2014		2013		2014			2013
Balance at the beginning of the year		85,364,303		84,086,341		19,979,833			18,158,002
Employee option exercises		851,396		1,217,583		(177,280	)		(179,169	)
Director option exercises		41,844		48,333		—			—
Restricted stock vestings		9,924		12,046		—			—
Common stock repurchases		—		—		4,533,814			2,001,000
Balance at the end of the year		86,267,467		85,364,303		24,336,367			19,979,833

        The cash dividends paid on the common stock for the years ended December 31, 2014, 2013, and 2012 aggregated $71.1 million, $66.1 million and $58.4 million, respectively.

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ACQUISITIONS

12 Months Ended

Dec. 31, 2014

ACQUISITIONS

ACQUISITIONS

NOTE 19 ACQUISITIONS

 On July 3, 2012, the Company completed its acquisition of Rumpler—Technologies S.A., together with its direct and indirect subsidiaries ("Stelmi"). Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris. The Company acquired all of the shares of Stelmi. The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.

        Stelmi contributed net sales of $144.1 million, $143.1 million and $56.8 million and pretax income of $23.9 million, $24.7 million and $1.5 million (including $6.6 million of fair value and other acquisition adjustments) for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

        For the year ended December 31, 2012, we recognized $5.9 million in transaction costs related to the acquisition of Stelmi. These costs are reflected in the selling, research & development and administrative section of the Consolidated Statements of Income.

        The following table summarizes the assets acquired and liabilities assumed at estimated fair value.

	July 3, 2012
Assets
Cash and equivalents	$	68,335
Accounts receivable		23,540
Inventories		16,826
Prepaid and other		3,256
Property, plant and equipment		42,073
Goodwill		111,031
Intangible assets		47,134
Other miscellaneous assets		6,092
Liabilities
Current maturities of long-term obligations		675
Accounts payable and accrued liabilities		26,064
Long-term obligations		885
Deferred income taxes		22,440
Retirement and deferred compensation plans		12,049
Net assets acquired	$	256,174

        The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

	Weighted-Average Useful Life (in years)	Estimated Fair Value of Asset
Customer relationships	15	$	7,438
Technology	15		37,191
Trademark	4		2,505
Total		$	47,134

        Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of leveraging the Company's commercial presence in selling the Stelmi line of products in markets where Stelmi didn't previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually. We do not expect any of the goodwill will be deductible for tax purposes.

        The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory. The 2012 supplemental pro forma earnings were adjusted to exclude $4.2 million (after tax) of transaction costs, including consulting, legal, and advisory fees. The 2012 supplemental pro forma earnings were also adjusted to exclude $2.5 million (after tax) of nonrecurring expense related to the fair value adjustment to acquisition-date inventory.

        The pro forma results do not include any synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

Years Ended December 31,	2014		2013		2012
Net Sales	$	2,598	$	2,520	$	2,395
Net Income Attributable to AptarGroup Inc.		192		172		174
Net Income per common share — basic		2.95		2.60		2.62
Net Income per common share — diluted		2.85		2.52		2.54

        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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Dec. 31, 2014
Buildings and improvements | Minimum
PROPERTY AND DEPRECIATION
Estimated useful lives	25 years
Buildings and improvements | Maximum
PROPERTY AND DEPRECIATION
Estimated useful lives	40 years
Machinery and equipment | Minimum
PROPERTY AND DEPRECIATION
Estimated useful lives	3 years
Machinery and equipment | Maximum
PROPERTY AND DEPRECIATION
Estimated useful lives	10 years
Software | Minimum
PROPERTY AND DEPRECIATION
Estimated useful lives	3 years
Software | Maximum
PROPERTY AND DEPRECIATION
Estimated useful lives	7 years

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CAPITAL STOCK (Tables)

12 Months Ended

Dec. 31, 2014

CAPITAL STOCK

Schedule of number of shares of common stock and treasury stock and the share activity

	Common Shares				Treasury Shares
	2014		2013		2014			2013
Balance at the beginning of the year		85,364,303		84,086,341		19,979,833			18,158,002
Employee option exercises		851,396		1,217,583		(177,280	)		(179,169	)
Director option exercises		41,844		48,333		—			—
Restricted stock vestings		9,924		12,046		—			—
Common stock repurchases		—		—		4,533,814			2,001,000
Balance at the end of the year		86,267,467		85,364,303		24,336,367			19,979,833

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data in Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS
Accounts and notes receivable, allowance for doubtful accounts (in dollars)	$ 4,251	$ 4,416
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	199	199
Common stock, shares issued	86.3	85.4
Treasury stock, shares	24.3	20.0

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2014

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 3 GOODWILL AND OTHER INTANGIBLE ASSETS

 The changes in the carrying amount of goodwill for the year ended December 31, 2014 are as follows by reporting segment:

	Beauty + Home			Pharma			Food + Beverage			Corporate & Other			Total
Goodwill	$	179,890		$	153,978		$	17,684		$	1,615		$	353,167
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2012	$	179,890		$	153,978		$	17,684		$	—		$	351,552
Foreign currency exchange effects		1,112			5,971			230			—			7,313
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
Foreign currency exchange effects		(9,853	)		(18,357	)		(914	)		—			(29,124	)
Goodwill	$	171,149		$	141,592		$	17,000		$	1,615		$	331,356
Accumulated impairment losses		—			—			—			(1,615	)		(1,615	)
Balance as of December 31, 2014	$	171,149		$	141,592		$	17,000		$	—		$	329,741

        The Company has also completed the annual impairment analysis of its reporting units as of December 31, 2014 using a qualitative analysis of goodwill commonly referred to as the "step zero" approach. Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined it was more likely than not that the fair value of goodwill attributed to all four of our reporting units was greater than its carrying amount. Therefore, no impairment of goodwill has been recorded.

        The table below shows a summary of intangible assets for the years ended December 31, 2014 and 2013.

		2014							2013
Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Value		Gross Carrying Amount		Accumulated Amortization			Net Value
Amortization intangible assets:
Patents	7	$	17,001	$	(16,852	)	$	149	$	20,165	$	(19,732	)	$	433
Acquired Technology	15		35,701		(5,950	)		29,751		40,546		(4,055	)		36,491
License agreements and other	5		32,804		(22,659	)		10,145		35,259		(22,232	)		13,027
Total intangible assets	10	$	85,506	$	(45,461	)	$	40,045	$	95,970	$	(46,019	)	$	49,951

        Aggregate amortization expense for the intangible assets above for the years ended December 31, 2014, 2013 and 2012 was $5,325, $5,033 and $3,177, respectively.

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

2015	$	4,467
2016		3,887
2017		3,431
2018		3,432
2019 and thereafter		24,828

        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 December 31, 2014.

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LEASE COMMITMENTS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Rent expense under operating leases	$ 30,813	$ 30,720	$ 26,911
Assets recorded under capital leases
Assets recorded under capital leases, Gross	3,510	15,162
Accumulated depreciation	(758)	(11,705)
Assets recorded under capital leases, Net	2,752	3,457
Future minimum payments under capital leases, by year and in the aggregate
2015	695
2016	733
2017	674
2018	512
Total minimum lease payments	2,614
Amounts representing interest	(190)
Present value of future minimum lease payments	2,424
Lease amount due in one year	(635)
Total	1,789
Future minimum payments under noncancelable operating leases, by year and in the aggregate
2015	19,292
2016	14,465
2017	11,843
2018	9,248
2019	8,668
Subsequent to 2019	21,357
Total minimum lease payments	84,873
Building
Assets recorded under capital leases
Assets recorded under capital leases, Gross	2,434	15,162
Machinery and equipment
Assets recorded under capital leases
Assets recorded under capital leases, Gross	$ 1,076

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Allowance for doubtful accounts
VALUATION AND QUALIFYING ACCOUNTS
Balance at the Beginning of the Period	$ 4,416	$ 6,751	$ 8,257
Charged to Costs and Expenses	741	(381)	(595)
Deductions from Reserve	(906)	(1,954)	(911)
Balance at the End of the Period	4,251	4,416	6,751
Deferred tax valuation allowance
VALUATION AND QUALIFYING ACCOUNTS
Balance at the Beginning of the Period	4,840	7,033	6,326
Charged to Costs and Expenses	3,396	2,708	1,362
Deductions from Reserve	(502)	(4,901)	(655)
Balance at the End of the Period	$ 7,734	$ 4,840	$ 7,033

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STOCK REPURCHASE PROGRAM (Details) (USD $)	0 Months Ended	12 Months Ended			0 Months Ended
	Oct. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 17, 2014
Stock repurchase program
Number of shares repurchased		4,500,000	2,000,000
Aggregate amount of share repurchases (in dollars)		$ 340,517,000	$ 118,813,000	$ 79,793,000
Share repurchases authorized amount	350,000,000
ASR Program
Stock repurchase program
Number of shares repurchased					3,100,000
Aggregate amount of share repurchases (in dollars)					250,000,000
Share repurchases authorized amount					$ 250,000,000
Percentage of the total number of shares expected to be purchased in the ASR					80.00%

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RESTRUCTURING INITIATIVES

12 Months Ended

Dec. 31, 2014

RESTRUCTURING INITIATIVES

RESTRUCTURING INITIATIVES

NOTE 20 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 December 31, 2014 we have recorded the following activity associated with our plan:

	Beginning Reserve at 12/31/13		Net Charges for the Year Ended 12/31/14		Cash Paid			FX Impact			Ending Reserve at 12/31/14
Employee severance	$	2,521	$	—	$	(2,049	)	$	(113	)	$	359
Other costs		1,735		—		(1,695	)		(40	)		—
Totals	$	4,256	$	—	$	(3,744	)	$	(153	)	$	359

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SEGMENT INFORMATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net sales and long-lived asset information by geographic area
Net Sales	$ 599,185	$ 651,942	$ 670,631	$ 676,051	$ 637,295	$ 623,644	$ 641,441	$ 617,633	$ 2,597,809	$ 2,520,013	$ 2,331,036
Plant, Property & Equipment	811,655				864,662				811,655	864,662	848,233
United States
Net sales and long-lived asset information by geographic area
Net Sales									642,060	634,418	650,637
Plant, Property & Equipment	192,265				226,917				192,265	226,917	191,697
Total Europe
Net sales and long-lived asset information by geographic area
Net Sales									1,506,992	1,452,041	1,269,289
Plant, Property & Equipment	471,426				550,909				471,426	550,909	526,365
France
Net sales and long-lived asset information by geographic area
Net Sales									850,817	810,528	650,226
Plant, Property & Equipment	228,049				263,913				228,049	263,913	251,015
Germany
Net sales and long-lived asset information by geographic area
Net Sales									363,898	339,858	311,205
Plant, Property & Equipment	136,491				156,970				136,491	156,970	137,203
Italy
Net sales and long-lived asset information by geographic area
Net Sales									141,808	136,617	144,163
Plant, Property & Equipment	48,940				57,729				48,940	57,729	65,743
Other Europe
Net sales and long-lived asset information by geographic area
Net Sales									150,469	165,038	163,695
Plant, Property & Equipment	57,946				72,297				57,946	72,297	72,404
Other Foreign Countries
Net sales and long-lived asset information by geographic area
Net Sales									448,757	433,554	411,110
Plant, Property & Equipment	$ 147,964				$ 86,836				$ 147,964	$ 86,836	$ 130,171

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

12 Months Ended

Dec. 31, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in Accumulated Other Comprehensive Income by Component

	Foreign Currency			Defined Benefit Pension Plans			Other			Total
Balance — December 31, 2012	$	120,097		$	(59,248	)	$	(166	)	$	60,683
Other comprehensive income before reclassifications		29,868			14,791			—			44,659
Amounts reclassified from accumulated other comprehensive income		—			4,364			45			4,409
Net current-period other comprehensive income		29,868			19,155			45			49,068
Balance — December 31, 2013	$	149,965		$	(40,093	)	$	(121	)	$	109,751
Other comprehensive income before reclassifications		(192,476	)		(29,842	)		—			(222,318	)
Amounts reclassified from accumulated other comprehensive income		(340	)		2,838			24			2,522
Net current-period other comprehensive income		(192,816	)		(27,004	)		24			(219,796	)
Balance — December 31, 2014	$	(42,851	)	$	(67,097	)	$	(97	)	$	(110,045	)

Reclassifications Out of Accumulated Other Comprehensive Income

	Amount Reclassified from Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Years Ended December 31,							Affected Line in the Statement Where Net Income is Presented
	2014			2013
Defined Benefit Pension Plans
Amortization of net loss	$	4,083		$	6,519		(a)
Amortization of prior service cost		313			376		(a)
		4,396			6,895		Total before tax
		(1,558	)		(2,531	)	Tax benefit
	$	2,838		$	4,364		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		38			69		Interest Expense
Net loss on derivatives		—			—		Interest Income
		38			69		Total before tax
		(14	)		(24	)	Tax benefit
	$	24		$	45		Net of tax
Total reclassifications for the period	$	2,522		$	4,409

(a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 8—Retirement and Deferred Compensation Plans for additional details).

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STOCK REPURCHASE PROGRAM

12 Months Ended

Dec. 31, 2014

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAM

NOTE 13 STOCK REPURCHASE PROGRAM

 On October 30, 2014, the Company announced a new share repurchase authorization of up to $350 million of common stock. This new authorization replaces previous authorizations and has no expiration date. AptarGroup may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

        On December 17, 2014, the Company entered into an agreement to repurchase approximately $250 million of its common stock under an accelerated share repurchase program (the "ASR program"). The ASR program is part of the Company's $350 million share repurchase authorization. The Company paid $250 million to Wells Fargo Bank N.A. in exchange for approximately 3.1 million shares, currently estimated to represent approximately 80% of the total number of shares expected to be purchased in the ASR program based on market prices at that time. The ultimate number of shares to be repurchased under the ASR program will be based on the volume-weighted average price of the Company's common stock during the term of the ASR program, less a discount.

        The Company repurchased approximately 4.5 million and 2.0 million shares of its outstanding common stock in 2014 and 2013, respectively, at a total cost of $340.5 million and $118.8 million in 2014 and 2013, respectively. Shares repurchased are returned to Treasury Stock.