10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

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
(State of Incorporation)	(I.R.S. Employer Identification No.)

265 EXCHANGE DRIVE, SUITE 100, CRYSTAL LAKE, ILLINOIS 60014

815-477-0424

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	ATR	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

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

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No þ

The number of shares outstanding of common stock, as of July 25, 2019, was 64,041,237 shares.

AptarGroup, Inc.

Form 10-Q

Quarter Ended June 30, 2019

INDEX

Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2019 and 2018	1
	Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2019 and 2018	2
	Condensed Consolidated Balance Sheets – June 30, 2019 and December 31, 2018	3
	Condensed Consolidated Statements of Changes in Equity – Three and Six Months Ended June 30, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2019 and 2018	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43
Part II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6.	Exhibits	45
	Signature	46

i

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

In thousands, except per share amounts
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Sales	$	742,661	$	710,608	$	1,487,121	$	1,413,958
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		469,441		464,244		938,573		920,066
Selling, research & development and administrative		113,752		107,111		234,967		219,572
Depreciation and amortization		47,867		40,101		95,356		81,276
Restructuring initiatives		1,737		18,214		11,267		24,150
		632,797		629,670		1,280,163		1,245,064
Operating Income		109,864		80,938		206,958		168,894
Other (Expense) Income:
Interest expense		(8,756)		(7,964)		(17,970)		(16,019)
Interest income		1,033		2,521		2,781		4,769
Equity in results of affiliates		9		(20)		(86)		(85)
Miscellaneous, net		(49)		(577)		417		(1,444)
		(7,763)		(6,040)		(14,858)		(12,779)
Income before Income Taxes		102,101		74,898		192,100		156,115
Provision for Income Taxes		28,180		19,117		55,180		41,046
Net Income	$	73,921	$	55,781	$	136,920	$	115,069
Net (Income) Loss Attributable to Noncontrolling Interests	$	(6)	$	(6)	$	(1)	$	6
Net Income Attributable to AptarGroup, Inc.	$	73,915	$	55,775	$	136,919	$	115,075
Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	$	1.16	$	0.89	$	2.17	$	1.85
Diluted	$	1.12	$	0.86	$	2.08	$	1.78
Average Number of Shares Outstanding:
Basic		63,471		62,402		63,219		62,266
Diluted		66,232		64,850		65,842		64,640
Dividends per Common Share	$	0.36	$	0.32	$	0.70	$	0.64

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

1

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

In thousands
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Income	$	73,921	$	55,781	$	136,920	$	115,069
Other Comprehensive Income:
Foreign currency translation adjustments		9,414		(66,223)		(197)		(43,288)
Changes in treasury locks, net of tax		—		7		—		14
Changes in derivative (losses) gains, net of tax		(479)		1,866		(872)		2,212
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax		83		92		167		188
Amortization of net loss included in net income, net of tax		633		1,251		1,270		2,511
Total defined benefit pension plan, net of tax		716		1,343		1,437		2,699
Total other comprehensive income (loss)		9,651		(63,007)		368		(38,363)
Comprehensive Income (Loss)		83,572		(7,226)		137,288		76,706
Comprehensive Loss (Income) Attributable to Noncontrolling Interests		2		10		(1)		11
Comprehensive Income (Loss) Attributable to AptarGroup, Inc.	$	83,574	$	(7,216)	$	137,287	$	76,717

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

2

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands
		June 30,		December 31,
		2019		2018
Assets
Current Assets:
Cash and equivalents	$	302,950	$	261,823
Accounts and notes receivable, less allowance for doubtful accounts of $3,391 in 2019 and $3,541 in 2018		599,597		569,630
Inventories		399,319		381,110
Prepaid and other		116,675		118,245
		1,418,541		1,330,808
Property, Plant and Equipment:
Buildings and improvements		486,899		453,572
Machinery and equipment		2,459,341		2,368,332
		2,946,240		2,821,904
Less: Accumulated depreciation		(1,920,068)		(1,855,810)
		1,026,172		966,094
Land		25,363		25,519
		1,051,535		991,613
Other Assets:
Investments in equity securities		8,841		25,448
Goodwill		737,422		712,095
Intangible assets		261,350		254,904
Operating lease right-of-use assets		76,996		—
Miscellaneous		34,031		62,867
		1,118,640		1,055,314
Total Assets	$	3,588,716	$	3,377,735

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

3

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except share and per share amounts
		June 30,		December 31,
		2019		2018
Liabilities and Stockholders’ Equity
Current Liabilities:
Notes payable, including revolving credit facilities	$	57,663	$	101,293
Current maturities of long-term obligations, net of unamortized debt issuance costs		64,941		62,678
Accounts payable and accrued liabilities		548,330		525,199
		670,934		689,170
Long-Term Obligations, net of unamortized debt issuance costs		1,148,261		1,125,993
Deferred Liabilities and Other:
Deferred income taxes		32,433		53,917
Retirement and deferred compensation plans		66,459		62,319
Operating lease liabilities		59,192		—
Deferred and other non-current liabilities		30,015		23,465
Commitments and contingencies		—		—
		188,099		139,701
Stockholders’ Equity:
AptarGroup, Inc. stockholders’ equity
Common stock, $.01 par value, 199 million shares authorized, 68.3 and 67.3 million shares issued as of June 30, 2019 and December 31, 2018, respectively		683		673
Capital in excess of par value		743,332		678,769
Retained earnings		1,464,607		1,371,826
Accumulated other comprehensive (loss)		(310,136)		(310,504)
Less: Treasury stock at cost, 4.3 and 4.4 million shares as of June 30, 2019 and December 31, 2018, respectively		(317,380)		(318,208)
Total AptarGroup, Inc. Stockholders’ Equity		1,581,106		1,422,556
Noncontrolling interests in subsidiaries		316		315
Total Stockholders’ Equity		1,581,422		1,422,871
Total Liabilities and Stockholders’ Equity	$	3,588,716	$	3,377,735

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

4

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

In thousands
Three Months Ended	AptarGroup, Inc. Stockholders’ Equity
June 30, 2019 and 2018			Accumulated
			Other		Common				Capital in		Non-
	Retained		Comprehensive		Stock		Treasury		Excess of		Controlling		Total
	Earnings		(Loss) Income		Par Value		Stock		Par Value		Interest		Equity
Balance - March 31, 2018	$	1,332,218	$	(228,669)	$	671	$	(337,976)	$	638,223	$	309	$	1,404,776
Net income		55,775		—		—		—		—		6		55,781
Foreign currency translation adjustments		—		(66,207)		—		—		—		(16)		(66,223)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		—		1,343		—		—		—		—		1,343
Changes in treasury locks, net of tax		—		7		—		—		—		—		7
Changes in derivative gains (losses), net of tax		—		1,866		—		—		—		—		1,866
Stock awards and option exercises		—		—		2		1,698		13,232		—		14,932
Cash dividends declared on common stock		(19,980)		—		—		—		—		—		(19,980)
Common stock repurchased and retired		(39,979)		—		(5)		—		(5,006)		—		(44,990)
Balance - June 30, 2018	$	1,328,034	$	(291,660)	$	668	$	(336,278)	$	646,449	$	299	$	1,347,512
Balance - March 31, 2019	$	1,413,453	$	(319,795)	$	676	$	(327,871)	$	700,933	$	318	$	1,467,714
Net income		73,915		—		—		—		—		6		73,921
Foreign currency translation adjustments		—		9,422		—		—		—		(8)		9,414
Changes in unrecognized pension gains (losses) and related amortization, net of tax		—		716		—		—		—		—		716
Changes in derivative gains (losses), net of tax		—		(479)		—		—		—		—		(479)
Stock awards and option exercises		—		—		7		14,587		42,399		—		56,993
Cash dividends declared on common stock		(22,761)		—		—		—		—		—		(22,761)
Treasury stock purchased		—		—		—		(4,096)		—		—		(4,096)
Balance - June 30, 2019	$	1,464,607	$	(310,136)	$	683	$	(317,380)	$	743,332	$	316	$	1,581,422

In thousands
Six Months Ended	AptarGroup, Inc. Stockholders’ Equity
June 30, 2019 and 2018			Accumulated
			Other		Common				Capital in		Non-
	Retained		Comprehensive		Stock		Treasury		Excess of		Controlling		Total
	Earnings		(Loss) Income		Par Value		Stock		Par Value		Interest		Equity
Balance - December 31, 2017	$	1,301,147	$	(253,302)	$	667	$	(346,245)	$	609,471	$	310	$	1,312,048
Net income		115,075		—		—		—		—		(6)		115,069
Adoption of revenue recognition standard		2,937		—		—		—		—		—		2,937
Foreign currency translation adjustments		—		(43,283)		—		—		—		(5)		(43,288)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		—		2,699		—		—		—		—		2,699
Changes in treasury locks, net of tax		—		14		—		—		—		—		14
Changes in derivative gains (losses), net of tax		—		2,212		—		—		—		—		2,212
Stock awards and option exercises		—		—		7		13,872		43,444		—		57,323
Cash dividends declared on common stock		(39,810)		—		—		—		—		—		(39,810)
Treasury stock purchased		—		—		—		(3,905)		—		—		(3,905)
Common stock repurchased and retired		(51,315)		—		(6)		—		(6,466)		—		(57,787)
Balance - June 30, 2018	$	1,328,034	$	(291,660)	$	668	$	(336,278)	$	646,449	$	299	$	1,347,512
Balance - December 31, 2018	$	1,371,826	$	(310,504)	$	673	$	(318,208)	$	678,769	$	315	$	1,422,871
Net income		136,919		—		—		—		—		1		136,920
Foreign currency translation adjustments		—		(197)		—		—		—		—		(197)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		—		1,437		—		—		—		—		1,437
Changes in derivative gains (losses), net of tax		—		(872)		—		—		—		—		(872)
Stock awards and option exercises		—		—		10		19,924		64,563		—		84,497
Cash dividends declared on common stock		(44,138)		—		—		—		—		—		(44,138)
Treasury stock purchased		—		—		—		(19,096)		—		—		(19,096)
Balance - June 30, 2019	$	1,464,607	$	(310,136)	$	683	$	(317,380)	$	743,332	$	316	$	1,581,422

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

5

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

In thousands, brackets denote cash outflows
Six Months Ended June 30,		2019		2018
Cash Flows from Operating Activities:
Net income	$	136,920	$	115,069
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		82,968		75,703
Amortization		12,388		5,573
Stock-based compensation		12,978		10,903
Provision for doubtful accounts		312		196
Loss (gain) on disposition of fixed assets		368		(1,036)
Deferred income taxes		679		(4,027)
Defined benefit plan expense		7,699		9,688
Equity in results of affiliates		86		85
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts and other receivables		(28,772)		(92,388)
Inventories		(18,503)		(30,787)
Prepaid and other current assets		546		4,038
Accounts payable and accrued liabilities		14,590		61,727
Income taxes payable		1,840		10,541
Retirement and deferred compensation plan liabilities		(4,652)		(3,356)
Other changes, net		1,693		(7,420)
Net Cash Provided by Operations		221,140		154,509
Cash Flows from Investing Activities:
Capital expenditures		(124,774)		(91,753)
Proceeds from sale of property, plant and equipment		1,082		3,961
Insurance proceeds		—		10,631
Acquisition of business, net of cash acquired		(49,131)		(3,510)
Acquisition of intangible assets		(602)		(124)
Investment in equity securities		—		(10,000)
Proceeds from sale of investment in equity securities		16,487		—
Notes receivable, net		(220)		109
Net Cash (Used) by Investing Activities		(157,158)		(90,686)
Cash Flows from Financing Activities:
Proceeds from notes payable		31,022		8,815
Repayments of notes payable		(35,490)		(5,256)
Proceeds and repayments of short term credit facility, net		(38,685)		—
Proceeds from long-term obligations		10,446		4,617
Repayments of long-term obligations		(6,546)		(5,403)
Dividends paid		(44,138)		(39,810)
Proceeds from stock option exercises		70,712		46,420
Purchase of treasury stock		(19,096)		(3,905)
Common stock repurchased and retired		—		(57,787)
Net Cash (Used) by Financing Activities		(31,775)		(52,309)
Effect of Exchange Rate Changes on Cash		3,920		(6,063)
Net Increase in Cash and Equivalents and Restricted Cash		36,127		5,451
Cash and Equivalents and Restricted Cash at Beginning of Period		266,823		712,640
Cash and Equivalents at End of Period	$	302,950	$	718,091

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

6

AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup”, “Aptar”, “Company”, “we”, “us” or “our” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements (the “Condensed Consolidated Financial Statements”) include all normal recurring adjustments necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. Also, certain financial position data included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

During the quarter ended June 30, 2018, primarily based on published estimates, which indicate that Argentina's three-year cumulative inflation rate has exceeded 100%, we concluded that Argentina has become a highly inflationary economy. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Local currency monetary assets and liabilities have been remeasured into U.S. dollars using exchange rates as of the latest balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in net earnings. Our Argentinian operations contributed less than 2% of consolidated net assets and revenues at and for the six months ended June 30, 2019 and 2018.

ADOPTION OF RECENT ACCOUNTING STANDARDS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification.

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations. Most prominent among the changes in the standard is the recognition of right-of-use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases, as our accounting for finance leases remained substantially unchanged. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard on January 1, 2019 using a modified retrospective transition, with the effective date method. Under this method, financial results reported in periods prior to 2019 are not recast. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows companies to carry forward their historical lease classification. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The impact of adoption of the standard to previously reported results is shown below.

		Balance at				Balance at
		December 31,				January 1,
		2018		Adjustments		2019
Consolidated Balance Sheets
Operating lease right-of-use assets	$	—	$	83,222	$	83,222
Prepaid and other		118,245		(1,383)		116,862
Property, plant and equipment		991,613		5,876		997,489
Current maturities of long-term obligations, net of unamortized debt issuance costs		62,678		2,631		65,309
Accounts payable and accrued liabilities		525,199		20,508		545,707
Operating lease liabilities		—		61,331		61,331
Long-term obligations, net of unamortized debt issuance costs		1,125,993		3,245		1,129,238

7

In February 2018, the FASB issued ASU 2018-02, which provides guidance on the reclassification of certain tax effects from accumulated other comprehensive income. This guidance allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. We elected to early adopt this standard in the fourth quarter of 2018. As part of this adoption, we elected to reclassify $6.7 million of stranded income tax effects of the TCJA from accumulated other comprehensive income to retained earnings at the beginning of the fourth quarter of 2018.

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

LEASES

We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease ROU assets and operating lease liabilities are included in accounts payable and accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize right-of-use assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise).

Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability.

RETIREMENT OF COMMON STOCK

During the first six months of 2019, we repurchased 193 thousand shares of common stock, all of which were returned to treasury stock. During the first six months of 2018, we repurchased 668 thousand shares of common stock, of which 623 thousand shares were immediately retired. Common stock was reduced by the number of shares retired at $0.01 par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings.

INCOME TAXES

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

All of our non-U.S. earnings are subject to U.S. taxation, either from the transition tax enacted in the U.S. by the TCJA on accumulated non-U.S. earnings as of the end of 2017 or the global intangible low-taxed income (“GILTI”) provisions on non-U.S. earnings thereafter. We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and the global cash management goals of the Company.

We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 5 - Income Taxes for more information.

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NOTE 2 – REVENUE

At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, we allocate the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied (i.e., when the customer obtains control of the good or service). The majority of our revenues are derived from product and tooling sales; however, we also receive revenues from service, license, exclusivity and royalty arrangements, which collectively are not material to the quarterly and year-to-date results. Revenue by segment and geography for the three and six months ended June 30, 2019 and 2018 is as follows:

	For the Three Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	202,541	$	73,973	$	41,449	$	24,117	$	342,080
Pharma		190,654		76,042		7,078		8,165		281,939
Food + Beverage		32,336		65,160		9,211		11,935		118,642
Total	$	425,531	$	215,175	$	57,738	$	44,217	$	742,661

	For the Three Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	207,305	$	86,282	$	47,319	$	27,630	$	368,536
Pharma		183,166		43,274		6,819		7,950		241,209
Food + Beverage		30,902		46,920		8,104		14,937		100,863
Total	$	421,373	$	176,476	$	62,242	$	50,517	$	710,608

	For the Six Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	418,774	$	160,952	$	84,091	$	45,922	$	709,739
Pharma		374,828		147,814		14,734		17,264		554,640
Food + Beverage		63,297		120,280		17,095		22,070		222,742
Total	$	856,899	$	429,046	$	115,920	$	85,256	$	1,487,121

	For the Six Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	431,917	$	169,356	$	95,585	$	49,851	$	746,709
Pharma		358,841		82,370		13,064		17,061		471,336
Food + Beverage		60,713		95,135		15,867		24,198		195,913
Total	$	851,471	$	346,861	$	124,516	$	91,110	$	1,413,958

We perform our obligations under a contract with a customer by transferring goods and/or services in exchange for consideration from the customer. The timing of performance will sometimes differ from the timing of the receipt of the associated consideration from the customer, thus resulting in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer control of goods or services to a customer prior to invoicing for the related performance obligation. The contract asset is transferred to accounts receivable when the product is shipped and invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance.

The opening and closing balances of our contract asset and contract liabilities are as follows:

	Balance as of		Balance as of		Increase/
	December 31, 2018		June 30, 2019		(Decrease)
Contract asset (current)	$	15,858	$	18,561	$	2,703
Contract asset (long-term)	$	—	$	—	$	—
Contract liability (current)	$	68,134	$	64,468	$	(3,666)
Contract liability (long-term)	$	11,261	$	13,927	$	2,666

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The differences in the opening and closing balances of our contract asset and contract liabilities are primarily the result of timing differences between our performance and the customer’s payment. The total amount of revenue recognized during the current year against contract liabilities is $27.9 million, including $17.5 million relating to contract liabilities at the beginning of the year.

Determining the Transaction Price

In most cases, the transaction price for each performance obligation is stated in the contract. In determining the variable amounts of consideration within the transaction price (such as volume-based customer rebates), we include an estimate of the expected amount of consideration as revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identify reasonable estimates based on this information. We apply the method consistently throughout the contract when estimating the effect of an uncertainty on the amount of variable consideration to which we will be entitled.

Product Sales

We primarily manufacture and sell dispensing, sealing and active packaging solutions. The amount of consideration is typically fixed for such customers. At the time of delivery, the customer is invoiced the agreed-upon price. Revenue from product sales is typically recognized upon manufacture or shipment, when control of the goods transfers to the customer.

To determine when the control transfers, we typically assess, among other things, the shipping terms of the contract, shipping being one of the indicators of transfer of control. A majority of product sales are sold FOB shipping point. For FOB shipping point shipments, control of the goods transfers to the customer at the time of shipment of the goods. Therefore, our performance obligation is satisfied at the time of shipment. We have elected to account for shipping and handling costs that occur after the customer has obtained control of a good as fulfillment costs rather than as a promised service. We do not have any material significant payment terms as payment is typically received shortly after the point of sale.

There also exist instances where we manufacture highly customized products that have no alternative use to us and for which we have an enforceable right to payment for performance completed to date. For these products, we transfer control and recognize revenue over time by measuring progress towards completion using the Output Method based on the number of products produced. As we normally make our products to a customer’s order, the time between production and shipment of our products is typically within a few weeks.

As a part of our customary business practice, we offer a standard warranty that the products will materially comply with the technical specifications and will be free from material defects. Because such warranties are not sold separately, do not provide for any service beyond a guarantee of a product’s initial specifications, and are not required by law, there is no revenue deferral for these types of warranties.

Tooling Sales

We also build or contract to build molds and other tools (collectively defined as “tooling”) necessary to produce our products. As with product sales, we recognize revenue when control of the tool transfers to the customer. If the tooling is highly customized with no alternative use to us and we have an enforceable right to payment for performance completed to date, we transfer control and recognize revenue over time by measuring progress towards completion using the Input Method based on costs incurred relative to total estimated costs to completion. Otherwise, revenue for the tooling is recognized at the point in time when the customer approves the tool. We do not have any material significant payment terms as payment is typically either received during the mold-build process or shortly after completion.

In certain instances, we offer extended warranties on tools sold to our customers above and beyond the normal standard warranties. We normally receive payment at the inception of the contract and recognize revenue over the term of the contract. At December 31, 2018, $758 thousand of unearned revenue associated with outstanding contracts was reported in Accounts Payable and Other Liabilities. At June 30, 2019, the unearned amount was $590 thousand. We expect to recognize approximately $136 thousand of the unearned amount during the remainder of 2019, $270 thousand in 2020, and $184 thousand thereafter.

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NOTE 3 - INVENTORIES

Inventories, by component, consisted of:

	June 30,		December 31,
	2019		2018
Raw materials	$	118,311	$	110,720
Work in process		134,468		131,091
Finished goods		146,540		139,299
Total	$	399,319	$	381,110

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by reporting segment since December 31, 2018 are as follows:

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other		Total
Goodwill	$	223,933	$	359,883	$	128,279	$	1,615	$	713,710
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of December 31, 2018	$	223,933	$	359,883	$	128,279	$	—	$	712,095
Acquisition		—		27,839		—		—		27,839
Foreign currency exchange effects		(633)		(1,835)		(44)		—		(2,512)
Goodwill	$	223,300	$	385,887	$	128,235	$	1,615	$	739,037
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of June 30, 2019	$	223,300	$	385,887	$	128,235	$	—	$	737,422

The table below shows a summary of intangible assets as of June 30, 2019 and December 31, 2018.

		June 30, 2019							December 31, 2018
Weighted Average		Gross						Gross
Amortization Period		Carrying		Accumulated		Net		Carrying		Accumulated		Net
	(Years)	Amount		Amortization		Value		Amount		Amortization		Value
Amortized intangible assets:
Patents	2.7	$	5,958		(4,826)	$	1,132	$	5,427	$	(5,294)	$	133
Acquired technology	13.4		95,550		(21,827)		73,723		92,389		(18,304)		74,085
Customer relationships	13.9		191,182		(26,396)		164,786		179,597		(20,439)		159,158
Trademarks and trade names	7.4		23,515		(8,767)		14,748		21,243		(5,914)		15,329
License agreements and other	11.0		15,175		(8,214)		6,961		13,852		(7,653)		6,199
Total intangible assets	13.0	$	331,380	$	(70,030)	$	261,350	$	312,508	$	(57,604)	$	254,904

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2019 and 2018 was $6,386 and $2,754, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2019 and 2018 was $12,388 and $5,573, respectively.

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

2019	$	13,897	(remaining estimated amortization for 2019)
2020		25,062
2021		24,255
2022		23,977
2023 and thereafter		174,159

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Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of June 30, 2019.

NOTE 5 – INCOME TAXES

The effective tax rate for the three months ended June 30, 2019 of 27.6% was favorably impacted by net tax benefits of $2.9 million from discrete events. This consisted of a $9.1 million benefit from the excess tax benefits from employee stock-based compensation offset by, among other items, a $6.3 million charge to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the three months ended June 30, 2018 was 25.5%, reflecting a $3.5 million benefit related to the TCJA and a $1.7 million discrete favorable impact from the excess tax benefits from employee stock-based compensation.

The effective tax rate for the six months ended June 30, 2019 of 28.7% was favorably impacted by net tax benefits of $4.1 million from discrete events. This consisted of a favorable impact of $11.6 million from the excess tax benefits from employee stock-based compensation offset by, among other items, a $7.0 million charge recognized to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the six months ended June 30, 2018 of 26.3% was favorably impacted by $9.5 million from discrete items. This included a favorable impact of $6.0 million from the excess tax benefits from employee stock-based compensation and a $3.5 million benefit related to the TCJA.

NOTE 6 – DEBT

We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. At June 30, 2019, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 11.00%, due in monthly and annual installments through 2028	$	22,328	$	—	$	22,328
Senior unsecured notes 3.2%, due in 2022		75,000		76		74,924
Senior unsecured debts 4.1% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		466		223,534
Senior unsecured notes 3.5%, due in 2023		125,000		162		124,838
Senior unsecured notes 1.0%, due in 2023		113,715		385		113,330
Senior unsecured notes 3.4%, due in 2024		50,000		70		49,930
Senior unsecured notes 3.5%, due in 2024		100,000		162		99,838
Senior unsecured notes 1.2%, due in 2024		227,430		823		226,607
Senior unsecured notes 3.6%, due in 2025		125,000		193		124,807
Senior unsecured notes 3.6%, due in 2026		125,000		192		124,808
Finance Lease Liabilities		28,258		—		28,258
	$	1,215,731	$	2,529	$	1,213,202
Current maturities of long-term obligations		(64,941)		—		(64,941)
Total long-term obligations	$	1,150,790	$	2,529	$	1,148,261

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At December 31, 2018, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028	$	15,531	$	—	$	15,531
Senior unsecured notes 3.2%, due in 2022		75,000		88		74,912
Senior unsecured debts 4.0% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		541		223,459
Senior unsecured notes 3.5%, due in 2023		125,000		181		124,819
Senior unsecured notes 1.0%, due in 2023		114,535		432		114,103
Senior unsecured notes 3.4%, due in 2024		50,000		76		49,924
Senior unsecured notes 3.5%, due in 2024		100,000		181		99,819
Senior unsecured notes 1.2%, due in 2024		229,070		904		228,166
Senior unsecured notes 3.6%, due in 2025		125,000		207		124,793
Senior unsecured notes 3.6%, due in 2026		125,000		208		124,792
Capital lease obligations		8,353		—		8,353
	$	1,191,489	$	2,818	$	1,188,671
Current maturities of long-term obligations		(62,678)		—		(62,678)
Total long-term obligations	$	1,128,811	$	2,818	$	1,125,993

Aggregate long-term maturities, excluding finance lease liabilities, due annually from the current balance sheet date for the next five years are $60,846, $62,141, $60,833, $134,848, $340,847 and $527,958 thereafter.

We also maintain a multi-currency revolving credit facility with two tranches, providing for unsecured financing of up to $300 million that is available in the U.S. and up to €150 million that is available to our wholly-owned UK subsidiary. Each borrowing under the 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 credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. The December 31, 2018 outstanding balance of €69.0 million on the euro-based revolving credit facility was paid in the first quarter of 2019.  €35.0 million was utilized as of June 30, 2019. Credit facility balances are included in notes payable, including revolving credit facilities on the Condensed Consolidated Balance Sheet.

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

	Requirement	Level at June 30, 2019
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	1.85 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	15.31 to 1.00

(1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements.

NOTE 7 – LEASE COMMITMENTS

We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating and finance leases expiring at various dates through the year 2028. Most of the operating leases contain renewal options and certain leases include options to purchase the related asset during or at the end of the lease term.

Amortization expense related to finance leases is included in depreciation expense while rent expense related to operating leases is included within cost of sales and selling research & development and administrative expenses (“SG&A”). Rent expense related to operating leases (including taxes, insurance and maintenance when included in the rent) amounted to $7.8 million and $15.9 million in the three and six months ended June 30, 2018, respectively, under the old lease accounting standard.

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The components of lease expense for the current period were as follows:

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Operating lease cost	$	5,437	$	11,441
Finance lease cost:
Amortization of right-of-use assets	$	1,004	$	1,876
Interest on lease liabilities		325		640
Total finance lease cost	$	1,329	$	2,516
Short-term lease and variable lease costs	$	2,328	$	4,270

Supplemental cash flow information related to leases was as follows:

Six Months Ended June 30,	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,249
Operating cash flows from finance leases		534
Financing cash flows from finance leases		2,294
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	9,512
Finance leases		11,622

Supplemental balance sheet information related to leases was as follows:

	June 30, 2019
Operating Leases
Operating lease right-of-use assets	$	76,996
Accounts payable and accrued liabilities	$	16,727
Operating lease liabilities		59,192
Total operating lease liabilities	$	75,919
Finance Leases
Property, plant and equipment, gross	$	43,117
Accumulated depreciation		(2,088)
Property, plant and equipment, net	$	41,029
Current maturities of long-term obligations, net of unamortized debt issuance cost	$	4,095
Long-term obligations, net of unamortized debt issuance cost		24,163
Total finance lease liabilities	$	28,258
Weighted Average Remaining Lease Term (in years)
Operating leases		6.1
Finance leases		7.1
Weighted Average Discount Rate
Operating leases		5.12	%
Finance leases		5.38	%

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Maturities of lease liabilities as of June 30, 2019, were as follows:

	Operating		Finance
	Leases		Leases
Year 1	$	20,140	$	5,504
Year 2		16,800		4,592
Year 3		12,248		3,850
Year 4		9,520		2,854
Year 5		7,232		2,379
Thereafter		23,673		17,434
Total lease payments		89,613		36,613
Less imputed interest		(13,694)		(8,355)
Total	$	75,919	$	28,258

Maturities of lease liabilities as of December 31, 2018 under the old lease accounting standard were as follows:

	Operating		Capital
	Leases		Leases
Year 1	$	26,512	$	1,828
Year 2		21,386		1,653
Year 3		16,529		1,546
Year 4		12,549		1,160
Year 5		10,225		880
Thereafter		21,932		3,827
Total lease payments	$	109,133		10,894
Less imputed interest				(2,541)
Present value of future lease payments			$	8,353

As of June 30, 2019, we have additional operating and finance leases, primarily for buildings, that have not yet commenced of $4.0 million. These operating and finance leases will commence in years 2019 and 2020 with lease terms of 3 to 10 years.

NOTE 8 – RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans				Foreign Plans
Three Months Ended June 30,	2019		2018		2019		2018
Service cost	$	2,775	$	2,844	$	1,445	$	1,491
Interest cost		1,846		1,706		495		457
Expected return on plan assets		(3,095)		(2,792)		(586)		(658)
Amortization of net loss		489		1,210		359		433
Amortization of prior service cost		—		—		113		125
Net periodic benefit cost	$	2,015	$	2,968	$	1,826	$	1,848

	Domestic Plans				Foreign Plans
Six Months Ended June 30,	2019		2018		2019		2018
Service cost	$	5,548	$	5,693	$	2,905	$	3,022
Interest cost		3,691		3,426		996		929
Expected return on plan assets		(6,189)		(5,606)		(1,178)		(1,337)
Amortization of net loss		978		2,428		722		879
Amortization of prior service cost		—		—		226		254
Net periodic benefit cost	$	4,028	$	5,941	$	3,671	$	3,747

The components of net periodic benefit cost, other than the service cost component, are included in the line “Miscellaneous, net” in the income statement.

EMPLOYER CONTRIBUTIONS

Although we have no minimum funding requirement, we contributed $365 thousand to our domestic defined benefit plans during the six months ended June 30, 2019 and do not expect additional significant contributions during 2019. We expect to contribute approximately $4.3 million to our foreign defined benefit plans in 2019, and as of June 30, 2019, we have contributed approximately $1.1 million of that amount.

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NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive (Loss) Income by Component:

	Foreign		Defined Benefit
	Currency		Pension Plans		Derivatives		Total
Balance - December 31, 2017	$	(185,503)	$	(64,595)	$	(3,204)	$	(253,302)
Other comprehensive (loss) income before reclassifications		(43,283)		—		10,794		(32,489)
Amounts reclassified from accumulated other comprehensive income (loss)		—		2,699		(8,568)		(5,869)
Net current-period other comprehensive (loss) income		(43,283)		2,699		2,226		(38,358)
Balance - June 30, 2018	$	(228,786)	$	(61,896)	$	(978)	$	(291,660)
Balance - December 31, 2018	$	(248,401)	$	(60,463)	$	(1,640)	$	(310,504)
Other comprehensive (loss) income before reclassifications		(197)		—		3,727		3,530
Amounts reclassified from accumulated other comprehensive income (loss)		—		1,437		(4,599)		(3,162)
Net current-period other comprehensive (loss) income		(197)		1,437		(872)		368
Balance - June 30, 2019	$	(248,598)	$	(59,026)	$	(2,512)	$	(310,136)

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:

	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Three Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	848	$	1,643	(1)
Amortization of prior service cost		113		125	(1)
		961		1,768	Total before tax
		(245)		(425)	Tax benefit
	$	716	$	1,343	Net of tax
Derivatives
Changes in treasury locks	$	—	$	11	Interest Expense
Changes in cross currency swap: interest component		(1,552)		(1,468)	Interest Expense
Changes in cross currency swap: foreign exchange component		3,084		(14,969)	Miscellaneous, net
		1,532		(16,426)	Total before tax
		—		2,790	Tax benefit
	$	1,532	$	(13,636)	Net of tax
Total reclassifications for the period	$	2,248	$	(12,293)

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	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Six Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	1,700	$	3,307	(1)
Amortization of prior service cost		226		254	(1)
		1,926		3,561	Total before tax
		(489)		(862)	Tax benefit
	$	1,437	$	2,699	Net of tax
Derivatives
Changes in treasury locks	$	—	$	22	Interest Expense
Changes in cross currency swap: interest component		(3,006)		(2,487)	Interest Expense
Changes in cross currency swap: foreign exchange component		(1,593)		(7,853)	Miscellaneous, net
		(4,599)		(10,318)	Total before tax
		—		1,750	Tax benefit
	$	(4,599)	$	(8,568)	Net of tax
Total reclassifications for the period	$	(3,162)	$	(5,869)

(1) 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

We maintain a foreign exchange risk management policy designed to establish a framework to protect the value of our non-functional denominated transactions from adverse changes in exchange rates. Sales of our 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 our results of operations. Our policy is not to engage in speculative foreign currency hedging activities, but to minimize our net foreign currency transaction exposure, defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency. We may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks.

For derivative instruments designated as hedges, we formally document 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 at inception. Quarterly thereafter, we formally assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. 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. All derivative financial instruments used as hedges are recorded at fair value in the Condensed Consolidated Balance Sheets (see Note 11 - Fair Value).

CASH FLOW HEDGE

For derivative instruments that are designated and qualify as cash flow hedges, the changes in fair values are recorded in accumulated other comprehensive loss and included in changes in derivative gain/loss. The changes in the fair values of derivatives designated as cash flow hedges are reclassified from accumulated other comprehensive loss to net income when the underlying hedged item is recognized in earnings. Cash flows from the settlement of derivative contracts designated as cash flow hedges offset cash flows from the underlying hedged items and are included in operating activities in the Condensed Consolidated Statements of Cash Flows.

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During 2017, our wholly-owned UK subsidiary borrowed $280 million in term loan borrowings under a new credit facility. In order to mitigate the currency risk of U.S. dollar debt on a euro functional currency entity and to mitigate the risk of variability in interest rates, we entered into a cross currency swap in the notional amount of $280 million to effectively hedge the foreign exchange and interest rate exposure on the $280 million term loan. This EUR/USD swap agreement fixed our U.S. dollar floating-rate debt to 1.36% euro fixed-rate debt. Related to this hedge, approximately $2.5 million of loss is included in accumulated other comprehensive loss at June 30, 2019. The amount expected to be recognized into earnings during the next 12 months related to the interest component of our cross currency swap based on prevailing foreign exchange and interest rates at June 30, 2019 is $4.8 million. The amount expected to be recognized into earnings during the next 12 months related to the foreign exchange component of our cross currency swap is dependent on fluctuations in currency exchange rates. As of June 30, 2019, the fair values of the cross currency swap were a $0.1 million asset and a $0.1 million liability. The swap contract expires on July 20, 2022.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

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 foreign subsidiaries. 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. In some cases, we maintain debt in these subsidiaries to offset the net asset exposure. We do not otherwise actively manage this risk using derivative financial instruments. In the event we plan on a full or partial liquidation of any of our foreign subsidiaries where our net investment is likely to be monetized, we will consider hedging the currency exposure associated with such a transaction.

OTHER

As of June 30, 2019, we have recorded the fair value of foreign currency forward exchange contracts of $0.2 million in prepaid and other and $0.7 million in accounts payable and accrued liabilities on the balance sheet. All forward exchange contracts outstanding as of June 30, 2019 had an aggregate notional contract amount of $56.9 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018

		June 30, 2019				December 31, 2018
				Derivatives				Derivatives
		Derivatives		not		Derivatives		not
		Designated		Designated		Designated		Designated
	Balance Sheet	as Hedging		as Hedging		as Hedging		as Hedging
	Location	Instruments		Instruments		Instruments		Instruments
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	—	$	157	$	—	$	259
Cross Currency Swap Contract (1)	Prepaid and other		109		—		—		—
		$	109	$	157	$	—	$	259
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	—	$	736	$	—	$	331
Cross Currency Swap Contract (1)	Accounts payable and accrued liabilities		73		—		1,040		—
		$	73	$	736	$	1,040	$	331

(1) This cross currency swap contract is composed of both an interest component and a foreign exchange component.

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The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Quarters Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	1,080	$	3,717	Interest expense	$	1,552	$	1,468	$	(8,756)
Foreign exchange component		(3,084)		14,969	Miscellaneous, net		(3,084)		14,969		(49)
	$	(2,004)	$	18,686		$	(1,532)	$	16,437

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Six Months Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	2,472	$	5,152	Interest expense	$	3,006	$	2,487	$	(17,970)
Foreign exchange component		1,593		7,853	Miscellaneous, net		1,593		7,853		417
	$	4,065	$	13,005		$	4,599	$	10,340

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(251)	$	972
		$	(251)	$	972

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Six Months Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(514)	$	1,113
		$	(514)	$	1,113

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						Gross Amounts not Offset
			Gross Amounts	Net Amounts		in the Statement of
			Offset in the	Presented in		Financial Position
	Gross		Statement of	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
June 30, 2019
Derivative Assets	$	266	—	$	266	—	—	$	266
Total Assets	$	266	—	$	266	—	—	$	266
Derivative Liabilities	$	809	—	$	809	—	—	$	809
Total Liabilities	$	809	—	$	809	—	—	$	809
December 31, 2018
Derivative Assets	$	259	—	$	259	—	—	$	259
Total Assets	$	259	—	$	259	—	—	$	259
Derivative Liabilities	$	1,371	—	$	1,371	—	—	$	1,371
Total Liabilities	$	1,371	—	$	1,371	—	—	$	1,371

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 June 30, 2019, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	157	$	—	$	157	$	—
Cross currency swap contract (1)		109		—		109		—
Total assets at fair value	$	266	$	—	$	266	$	—
Liabilities
Foreign exchange contracts (1)	$	736	$	—	$	736	$	—
Contingent consideration obligation		3,000		—		—		3,000
Cross currency swap contract (1)		73		—		73		—
Total liabilities at fair value	$	3,809	$	—	$	809	$	3,000

As of December 31, 2018, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	259	$	—	$	259	$	—
Total assets at fair value	$	259	$	—	$	259	$	—
Liabilities
Foreign exchange contracts (1)	$	331	$	—	$	331	$	—
Cross currency swap contract (1)		1,040		—		1,040		—
Total liabilities at fair value	$	1,371	$	—	$	1,371	$	—

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

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The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instruments. We consider our long-term obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $1.1 billion as of June 30, 2019 and December 31, 2018. As discussed in Note 18 – Acquisitions, we have a contingent consideration obligation to the selling shareholders of Gateway Analytical (“Gateway”) in connection with the Gateway Acquisition (as defined herein) based on 2020 and 2022 performance targets defined by the purchase agreement. We consider this a Level 3 liability and on a quarterly basis we assess the projected results for the acquired business in comparison to the earnout targets and adjust the liability accordingly.

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 our financial position, results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur and could include amounts in excess of any accruals which management has established. Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.

Under our Certificate of Incorporation, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers liability insurance policy that covers a portion of our exposure. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of June 30, 2019 and December 31, 2018.

An environmental investigation, undertaken to assess areas of possible contamination, was completed at our facility in Jundiaí, São Paulo, Brazil. The facility is primarily an internal supplier of anodized aluminum components for certain of our dispensing systems. The testing indicated that soil and groundwater in certain areas of the facility were impacted above acceptable levels established by local regulations. In March 2017, we reported the findings to the relevant environmental authority, the Environmental Company of the State of São Paulo – CETESB. Based upon our best estimate, we recorded a reserve of $1.5 million (operating expense) in the first quarter of 2017 related to this contingency. As of June 30, 2019, our outstanding reserve is $0.5 million. The ultimate loss associated with this environmental contingency is subject to the investigation and ongoing review of the CETESB. We will continue to evaluate the range of likely costs as the investigation proceeds and we have further clarity on the nature and extent of remediation that will be required. We note that the contamination, or any failure to complete any required remediation in a timely manner, could potentially result in fines or penalties.

During the quarter ended June 30, 2018, we recorded a $750 thousand accrual for a potential environmental matter at a U.S. manufacturing site. This matter was remediated and settled during the third quarter of 2018 for $239 thousand and the remaining accrual was released.

In March 2017, the Supreme Court of Brazil issued a decision that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduces our gross receipts tax in Brazil prospectively and, potentially, retrospectively. During the first quarter of 2019, we received a favorable court decision of $2.7 million for the retrospective right to recover part of our claim. This amount is recorded in cost of sales as a favorable impact of $1.7 million and $1.0 million was recognized as interest income. During the fourth quarter of 2018, we recorded an amount of $631 thousand based on the favorable court decision. If the Judicial Court grants full retrospective recovery, we estimate remaining potential recoveries of up to $10.2 million, including interest. Due to uncertainties around our remaining court recovery claims, we have not recorded any further amounts relating to the retrospective nature of this matter. However, we anticipate decisions on our remaining claims in 2019 and 2020.

NOTE 13 – STOCK REPURCHASE PROGRAM

On April 18, 2019, we announced a share repurchase authorization of up to $350 million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

During the three and six months ended June 30, 2019, we repurchased approximately 34 thousand and 193 thousand shares for approximately $4.1 million and $19.1 million, respectively. During the three and six months ended June 30, 2018, we repurchased approximately 480 thousand and 668 thousand shares for approximately $45.0 million and $61.7 million, respectively. As of June 30, 2019, there was $345.9 million of authorized share repurchases available to us.

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NOTE 14 – STOCK-BASED COMPENSATION

Historically we have issued stock options and restricted stock units (“RSUs”), which consisted of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. Beginning in 2019, we no longer issue stock options to employees. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the 2018 Equity Incentive Plan. Previously, non-employee directors were issued stock options under a Director Stock Option Plan. Stock options were awarded with the exercise price equal to the market price on the date of grant and generally vest over three years and expire 10 years after grant.

RSUs granted to employees vest according to a specified performance period and/or vesting period. Time-based RSUs generally vest over three years. Performance-based RSUs vest at the end of the specified performance period, generally three years, assuming required performance or market vesting conditions are met. Performance-based RSUs have one of two vesting conditions: (1) based on our internal financial performance metrics and (2) based on our total shareholder return (“TSR”) relative to total shareholder returns of an industrial peer group. At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). Director RSUs are only time-based and generally vest over one year.

Compensation expense attributable to employee stock options for the first six months of 2019 was approximately $3.2 million ($2.7 million after tax). Approximately $2.7 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 attributable to stock options for the first six months of 2018 was approximately $7.1 million ($5.4 million after tax). Approximately $5.7 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales. The reduction in stock option expense is due to our move to RSUs as discussed above.

For stock option grants, we used 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 per share during the first six months of 2018. This value was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Awards Plans:
Six Months Ended June 30,	2018
Dividend Yield	1.5	%
Expected Stock Price Volatility	14.2	%
Risk-free Interest Rate	2.8	%
Expected Life of Option (years)	6.6

A summary of option activity under our stock plans during the six months ended June 30, 2019 is presented below:

	Stock Awards Plans					Director Stock Option Plans
			Weighted Average				Weighted Average
		Options	Exercise Price			Options	Exercise Price
Outstanding, January 1, 2019		6,761,055	$	65.76		155,200	$	58.13
Granted		—		—		—		—
Exercised		(1,212,250)		57.05		(14,200)		62.33
Forfeited or expired		(110,744)		65.79		—		—
Outstanding at June 30, 2019		5,438,061	$	67.72		141,000	$	57.71
Exercisable at June 30, 2019		4,632,475	$	65.35		141,000	$	57.71
Weighted-Average Remaining Contractual Term (Years):
Outstanding at June 30, 2019		5.8				3.6
Exercisable at June 30, 2019		5.3				3.6
Aggregate Intrinsic Value:
Outstanding at June 30, 2019	$	292,749			$	9,001
Exercisable at June 30, 2019	$	260,341			$	9,001
Intrinsic Value of Options Exercised During the Six Months Ended:
June 30, 2019	$	65,944			$	722
June 30, 2018	$	31,307			$	1,608

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The grant date fair value of options vested during the six months ended June 30, 2019 and 2018 was $12.2 million and $16.5 million, respectively. Cash received from option exercises was approximately $70.7 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $14.9 million in the six months ended June 30, 2019. As of June 30, 2019, the remaining valuation of stock option awards to be expensed in future periods was $5.1 million and the related weighted-average period over which it is expected to be recognized is 1.2 years.

The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation. Inputs and assumptions used to calculate the fair value are shown in the table below. The fair value of these RSUs is expensed over the vesting period using the straight-line method or using the graded vesting method when an employee becomes eligible to retain the award at retirement.

Six Months Ended June 30,		2019			2018
Fair value per stock award	$	134.97		$	128.70
Grant date stock price	$	104.51		$	89.42
Assumptions:
Aptar's stock price expected volatility		16.50	%		12.30	%
Expected average volatility of peer companies		31.90	%		27.50	%
Correlation assumption		37.40	%		20.20	%
Risk-free interest rate		2.19	%		2.42	%
Dividend yield assumption		1.30	%		1.43	%

A summary of RSU activity as of June 30, 2019 and changes during the six month period then ended, is presented below:

	Time-Based RSUs			Performance-Based RSUs
		Weighted Average			Weighted Average
	Units	Grant-Date Fair Value		Units	Grant-Date Fair Value
Nonvested at January 1, 2019	261,487	$	91.78	69,990	$	111.55
Granted	157,312		90.64	123,246		119.35
Vested	(46,512)		87.42	—		—
Forfeited	(4,191)		104.25	(62)		120.61
Nonvested at June 30, 2019	368,096	$	91.70	193,174	$	116.52

Nonvested time-based RSUs outstanding as of June 30, 2019 include 14,257 units awarded to non-employee directors.

Compensation expense recorded attributable to RSUs for the first six months of 2019 and 2018 was approximately $9.8 million and $3.8 million, respectively. The actual tax benefit realized for the tax deduction from RSUs was approximately $704 thousand in the six months ended June 30, 2019. The fair value of units vested during the six months ended June 30, 2019 and 2018 was $4.1 million and $2.5 million, respectively. The intrinsic value of units vested during the six months ended June 30, 2019 and 2018 was $4.8 million and $3.0 million, respectively. As of June 30, 2019, there was $39.7 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 2.3 years.

During 2017, we provided a long-term incentive program for certain employees. Each award is based on the cumulative TSR of our common stock during a three-year performance period compared to a peer group. The total expected expense related to this program for awards outstanding as of June 30, 2019 is approximately $3.0 million, of which $450 thousand and $136 thousand was recognized in the first six months of 2019 and 2018, respectively.

NOTE 15 – EARNINGS PER SHARE

Basic net income per share is calculated by dividing net income attributable to Aptar by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to Aptar by the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to stock-based compensation awards. Stock-based compensation awards for which total employee proceeds exceed the average market price over the applicable period would have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. The reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018 is as follows:

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	Three Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	73,915	$	73,915	$	55,775	$	55,775
Average equivalent shares
Shares of common stock		63,471		63,471		62,402		62,402
Effect of dilutive stock based compensation
Stock options		2,533		—		2,358		—
Restricted stock		228		—		90		—
Total average equivalent shares		66,232		63,471		64,850		62,402
Net income per share	$	1.12	$	1.16	$	0.86	$	0.89

	Six Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	136,919	$	136,919	$	115,075	$	115,075
Average equivalent shares
Shares of common stock		63,219		63,219		62,266		62,266
Effect of dilutive stock-based compensation
Stock options		2,411		—		2,293		—
Restricted stock		212		—		81		—
Total average equivalent shares		65,842		63,219		64,640		62,266
Net income per share	$	2.08	$	2.17	$	1.78	$	1.85

NOTE 16 – SEGMENT INFORMATION

We are organized into three reporting segments. Our Beauty+ Home segment sells to the personal care, beauty and home care markets. Our Pharma segment serves customers in the prescription drug, consumer health care, injectables and active-packaging markets. Our Food + Beverage segment sells primarily to the food and beverage markets.

The accounting policies of the segments are the same as those described in Part II, Item 8, Note 1 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2018. We evaluate performance of our business units and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. All internal segment reporting and discussions of results with our Chief Operating Decision Maker (CODM) are based on segment Adjusted EBITDA.

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Financial information regarding our reporting segments is shown below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Total Sales:
Beauty + Home	$	349,253	$	374,161	$	722,756	$	757,624
Pharma		284,577		241,282		559,071		471,414
Food + Beverage		119,095		101,420		223,822		197,065
Total Sales		752,925		716,863	$	1,505,649	$	1,426,103
Less: Intersegment Sales:
Beauty + Home	$	7,173	$	5,625	$	13,017	$	10,915
Pharma		2,638		73		4,431		78
Food + Beverage		453		557		1,080		1,152
Total Intersegment Sales	$	10,264	$	6,255	$	18,528	$	12,145
Net Sales:
Beauty + Home	$	342,080	$	368,536	$	709,739	$	746,709
Pharma		281,939		241,209		554,640		471,336
Food + Beverage		118,642		100,863		222,742		195,913
Net Sales	$	742,661	$	710,608	$	1,487,121	$	1,413,958
Adjusted EBITDA:
Beauty + Home	$	48,745	$	45,846	$	101,936	$	98,981
Pharma		101,650		86,353		199,007		166,193
Food + Beverage		20,944		18,063		37,635		30,802
Corporate & Other, unallocated		(10,630)		(9,043)		(23,385)		(20,622)
Acquisition-related costs (1)		(1,281)		(2,563)		(1,281)		(2,563)
Restructuring Initiatives (2)		(1,737)		(18,214)		(11,267)		(24,150)
Depreciation and amortization		(47,867)		(40,101)		(95,356)		(81,276)
Interest Expense		(8,756)		(7,964)		(17,970)		(16,019)
Interest Income		1,033		2,521		2,781		4,769
Income before Income Taxes	$	102,101	$	74,898	$	192,100	$	156,115

(1) Acquisition-related costs include transaction costs and purchase accounting adjustments related to inventory and backlog for acquisitions (see Note 18 – Acquisitions for further details).

(2) Restructuring Initiatives includes expense items for the three and six months ended June 30, 2019 and 2018 as follows (see Note 19 – Restructuring Initiatives for further details):

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Restructuring Initiatives by Segment
Beauty + Home	$	1,259	$	14,631	$	9,528	$	19,647
Pharma		(113)		1,224		213		1,588
Food + Beverage		112		1,354		622		1,669
Corporate & Other		479		1,005		904		1,246
Total Restructuring Initiatives	$	1,737	$	18,214	$	11,267	$	24,150

Note 17 – INSURANCE SETTLEMENT RECEIVABLE

A fire caused damage to our facility in Annecy, France in June 2016. The fire was contained to one of three production units and there were no reported injuries. Aptar Annecy supplies anodized aluminum components for certain Aptar dispensing systems. We are insured for the damages caused by the fire, including business interruption insurance, and we do not expect this incident to have a material impact on our financial results.

Losses related to the fire of $6.1 million and $12.0 million were incurred during the three and six months ended June 30, 2018, respectively. For the six months ended June 30, 2019, we received insurance proceeds of $3.4 million, and have no insurance receivable as of June 30, 2019. The final settlement continues to be negotiated. In many cases, our insurance coverage exceeds the amount of our recognized losses. However, no gain contingencies were recognized during the three and six months ended June 30, 2019 as our ability to realize those gains remains uncertain. During the three and six months ended June 30, 2019, profitability was not impacted while profitability was negatively impacted by $2.5 million and $4.0 million during the three and six months ended June 30, 2018, respectively. These 2018 losses negatively impacted the Beauty + Home segment.

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NOTE 18 – ACQUISITIONS

On June 5, 2019, we completed our acquisition (the “Nanopharm Acquisition”) of all of the outstanding capital stock of Nanopharm Ltd. (“Nanopharm”). Nanopharm, located in Newport, UK, is a science-driven, leading provider of orally inhaled and nasal drug product design and development services. The purchase price was approximately $38.1 million (exclusive of $1.8 million of cash acquired) and was funded by cash on hand. The results of Nanopharm’s operations have been included in the consolidated financial statements within our Pharma segment since the date of acquisition. We are in the process of finalizing purchase accounting.

On May 31, 2019, we completed our acquisition (the “Gateway Acquisition”) of all of the outstanding capital stock of Gateway Analytical LLC (“Gateway”). Gateway, located in Gibsonia, PA, provides industry-leading particulate detection and predictive analytical services to customers developing injectable medicines. The purchase price was approximately $7.0 million and was funded by cash on hand. As part of the Gateway Acquisition, we are also obligated to pay to the selling shareholders of Gateway certain contingent consideration based on 2020 and 2022 performance targets defined in the purchase agreement. Based on projections as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $3.0 million. We are in the process of finalizing purchase accounting. The results of Gateway’s operations have been included in the consolidated financial statements within our Pharma segment since the date of acquisition.

On August 27, 2018, we completed our acquisition (the “CSP Technologies Acquisition”) of all of the outstanding capital stock of CSP Technologies S.à r.l. (“CSP Technologies”). CSP Technologies is a leader in active packaging technology based on proprietary material science expertise for the pharma and food service markets. CSP Technologies operates two manufacturing locations in the U.S. and one in France. The purchase price was approximately $553.5 million and was funded by cash on hand. At acquisition, we maintained $5.0 million in an escrow account and classified this amount as restricted cash pending the finalization of a working capital adjustment. These funds were released from restriction in January 2019, which resulted in a refund of $964 thousand and a corresponding reduction of our purchase price and the associated goodwill balance in the amount of the refund.

The following table summarizes the assets acquired and liabilities assumed related to the CSP Technologies Acquisition as of the acquisition date at estimated fair value.

	August 27, 2018
Assets
Cash and equivalents	$	24,053
Accounts receivable		20,847
Inventories		42,169
Prepaid and other		3,995
Property, plant and equipment		99,194
Goodwill		278,020
Intangible assets		177,120
Other miscellaneous assets		1,039
Liabilities
Current maturities of long-term obligations		129
Accounts payable and accrued liabilities		31,989
Long-term obligations		6,037
Deferred income taxes		38,442
Retirement and deferred compensation plans		1,038
Deferred and other non-current liabilities		15,344
Net assets acquired	$	553,458

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 related to the CSP Technologies Acquisition:

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Acquired technology	12	$	46,700
Customer relationships	16		113,300
Trademarks and trade names	9		14,600
License agreements and other	11		2,520
Total		$	177,120

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Goodwill, net of working capital settlement, in the amount of $277.1 million was recorded for the CSP Technologies Acquisition, of which $173.4 million and $103.7 million is included in the Pharma and Food + Beverage segments, respectively. 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 our commercial presence in selling the CSP Technologies line of products in markets where CSP Technologies did not previously operate and the ability of CSP Technologies 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 CSP Technologies Acquisition as if it had occurred as of January 1, 2017. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as intangible asset amortization, fair value adjustments for inventory and financing costs related to the change in our debt structure. 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 date indicated.

		Three Months Ended		Six Months Ended
		June 30, 2018		June 30, 2018
Net Sales	$	748,106	$	1,485,536
Net Income Attributable to AptarGroup Inc.		50,476		110,592
Net Income per common share — basic		0.81		1.78
Net Income per common share — diluted		0.78		1.71

On May 1, 2018, we acquired 100% of the common stock of Reboul, a French manufacturer specializing in stamping, decorating and assembling metal and plastic packaging for the cosmetics and luxury markets, for a purchase price of approximately $3.6 million (exclusive of $112 thousand of cash acquired) (the “Reboul Acquisition”). The results of Reboul’s operations have been included in the consolidated financial statements within our Beauty + Home segment since the date of acquisition.

In May 2018, we invested $10.0 million in preferred equity stock of Reciprocal Labs Corporation, doing business as Propeller Health, which was accounted for at cost. No impairment charges were recorded during 2018 or 2019 against this investment. During the fourth quarter of 2018, we recorded a gain of approximately $6.5 million by adjusting the carrying amount to its expected proceeds as this investment was ultimately sold during January 2019.

NOTE 19 – RESTRUCTURING INITIATIVES

In late 2017, we began a business transformation to drive profitable sales growth, increase operational excellence, enhance our approach to innovation and improve organizational effectiveness. The primary focus of the plan is the Beauty + Home segment; however, certain global general and administrative functions are also being addressed. For the three and six months ended June 30, 2019, we recognized $1.7 million and $11.3 million of restructuring costs related to this plan, respectively. For the three and six months ended June 30, 2018, we recognized $18.2 million and $24.2 million of restructuring costs related to this plan, respectively. Using current exchange rates, we estimate total implementation costs of approximately $90 million over three years, including costs that have been recognized to date. The cumulative expense incurred as of June 30, 2019 was $77.3 million. We also anticipate making capital investments related to the transformation plan of approximately $55 million, of which the majority will be in 2019.

As of June 30, 2019 we have recorded the following activity associated with the business transformation:

	Beginning		Net Charges for						Ending
	Reserve at		the Six Months				Interest and		Reserve at
	12/31/2018		Ended 6/30/2019		Cash Paid		FX Impact		6/30/2019
Employee severance	$	3,934	$	3,209	$	(1,814)	$	222	$	5,551
Professional fees and other costs		11,101		8,058		(17,887)		(41)		1,231
Totals	$	15,035	$	11,267	$	(19,701)	$	181	$	6,782

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR AS OTHERWISE INDICATED)

RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019		2018
Net sales		100.0	%		100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)		63.2			65.3		63.1		65.1
Selling, research & development and administrative		15.3			15.1		15.8		15.5
Depreciation and amortization		6.5			5.6		6.4		5.8
Restructuring initiatives		0.2			2.6		0.8		1.7
Operating income		14.8			11.4		13.9		11.9
Other expense		(1.1)			(0.9)		(1.0)		(0.9)
Income before income taxes		13.7			10.5		12.9		11.0
Net Income		10.0			7.8		9.2		8.1
Effective tax rate		27.6	%		25.5	%	28.7	%	26.3	%
Adjusted EBITDA margin (1)		21.6	%		19.9	%	21.2	%	19.5	%

(1) Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation of non-U.S. GAAP measures starting on page 35.

NET SALES

We reported net sales of $742.7 million for the quarter ended June 30, 2019, which represents a 5% increase compared to $710.6 million reported during the second quarter of 2018. The average U.S. dollar exchange rate strengthened compared to most major currencies we operate in, resulting in a negative currency translation impact of 5%. The acquisitions of CSP Technologies, Reboul, Gateway and Nanopharm positively impacted sales by 6%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 4% in the second quarter of 2019 compared to the second quarter of 2018. The core sales growth reflected a strong increase in demand for products in our Pharma and Food + Beverage segments. Lower core sales in our Beauty + Home segment are due to lower tooling and product sales. On a consolidated basis, tooling sales decreased $6.9 million during the quarter ended June 30, 2019 compared to the prior year as lower sales in the Beauty + Home and Pharma segments outweighed increased tooling sales in the Food + Beverage segment.

Second Quarter 2019	Beauty				Food +
Net Sales Change over Prior Year	+ Home		Pharma		Beverage		Total
Core Sales Growth	(3)	%	10	%	10	%	4	%
Acquisitions	1	%	13	%	11	%	6	%
Currency Effects (1)	(5)	%	(6)	%	(3)	%	(5)	%
Total Reported Net Sales Growth	(7)	%	17	%	18	%	5	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

For the first six months of 2019, we reported net sales of $1.49 billion, 5% above the first six months of 2018 reported net sales of $1.41 billion. The average U.S. dollar exchange rate strengthened compared to all major currencies we operate in, resulting in a negative currency translation impact of 6%. The acquisitions of CSP Technologies, Reboul, Gateway and Nanopharm positively impacted sales by 6%. Therefore, core sales for the first six months of 2019 increased 5% compared to the first six months of 2018 as our Pharma and Food + Beverage segments reported strong growth over the first six months of 2018. Core sales were negatively impacted by lower tooling sales of $10.6 million for the first six months of 2019 compared to the prior year, primarily in our Beauty + Home segment.

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Six Months Ended June 30, 2019	Beauty				Food +
Net Sales Change over Prior Year	+ Home		Pharma		Beverage		Total
Core Sales Growth	—	%	12	%	7	%	5	%
Acquisitions	1	%	13	%	11	%	6	%
Currency Effects (1)	(6)	%	(7)	%	(4)	%	(6)	%
Total Reported Net Sales Growth	(5)	%	18	%	14	%	5	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2019		% of Total	2018		% of Total	2019		% of Total	2018		% of Total
Domestic	$	215,175	29%	$	176,476	25%	$	429,046	29%	$	346,861	25%
Europe		425,531	57%		421,373	59%		856,899	57%		851,471	60%
Latin America		57,738	8%		62,242	9%		115,920	8%		124,516	9%
Asia		44,217	6%		50,517	7%		85,256	6%		91,110	6%

For further discussion on net sales by reporting segment, please refer to the analysis of segment net sales and segment Adjusted EBITDA on the following pages.

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

Cost of sales (“COS”) as a percent of net sales decreased to 63.2% in the second quarter of 2019 compared to 65.3% in the second quarter of 2018. Our COS percentage was positively impacted by our mix of business and lower material costs. Mix of business positively impacted sales as the sales growth of higher margin Pharma products was greater than the sales growth of products in the other two segments. We also recognized lower custom tooling sales in the second quarter of 2019 compared to the prior year period. Sales of custom tooling typically generates lower margins than product sales, so lower tooling sales positively impacts cost of sales as a percentage of sales. We also realized a lower COS percentage due to lower raw material input costs in the quarter and the associated positive impact from the timing delay of passing through resin cost to our customers.

Cost of sales as a percent of net sales decreased to 63.1% in the first six months of 2019 compared to 65.1% in the same period a year ago. As mentioned above, our COS was favorably impacted by the mix of Pharma business and the timing delay of resin pass-throughs to our customers. We also reported a lower COS percentage due to the decrease in lower-margin tooling sales as discussed above.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by approximately $6.7 million to $113.8 million in the second quarter of 2019 compared to $107.1 million during the same period in 2018. Excluding changes in foreign currency rates, SG&A increased by approximately $11.4 million in the quarter. The increase is mainly due to $6.1 million of incremental operational costs during the second quarter of 2019 related to our acquisitions. We also recognized increases in professional fees and higher personnel costs in accordance with our growth strategy. SG&A as a percentage of net sales increased to 15.3% compared to 15.1% in the same period of the prior year due to the cost increases mentioned above.

SG&A increased by $15.4 million to $235.0 million in the first six months of 2019 compared to $219.6 million during the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately $26.6 million in the first six months of 2019 compared to the first six months of 2018. As discussed above, the increase is related to incremental costs from our acquisitions along with higher professional fees and personnel costs. SG&A as a percentage of net sales increased to 15.8% compared to 15.5% in the same period of the prior year.

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DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased by approximately $7.8 million to $47.9 million in the second quarter of 2019 compared to $40.1 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $9.5 million in the quarter compared to the same period a year ago. This increase is mainly due to $6.4 million of incremental operational results related to our acquisitions. We also increased our capital spending during the past year to support the growth in our business. Depreciation and amortization as a percentage of net sales increased to 6.5% in the second quarter of 2019 compared to 5.6% in the same period of the prior year primarily due to the incremental increase in expenses noted above.

For the first six months of 2019, reported depreciation and amortization expenses increased by approximately $14.1 million compared to the first six months of 2018. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $18.4 million compared to the same period a year ago. As discussed above, this increase is mainly due to incremental costs from our acquisitions and increased capital spending in the current year to support the growth in our business. Depreciation and amortization as a percentage of net sales increased to 6.4% in the first six months of 2019 compared to 5.8% in the same period of the prior year.

RESTRUCTURING INITIATIVES

In late 2017, we began a business transformation to drive profitable sales growth, increase operational excellence, enhance our approach to innovation and improve organizational effectiveness. The primary focus of the plan is the Beauty + Home segment; however, certain global general and administrative functions are also being addressed. During the second quarter of 2019, we recognized approximately $1.7 million of restructuring costs related to this plan with approximately $1.2 million, ($0.1) million, $0.1 million and $0.5 million being reported within the Beauty + Home segment, Pharma segment, Food + Beverage segment and Corporate & Other, respectively. During the second quarter of 2018, we recognized approximately $18.2 million of restructuring costs related to this plan with approximately $14.6 million, $1.2 million, $1.4 million and $1.0 million being reported within the Beauty + Home segment, Pharma segment, Food + Beverage segment and Corporate & Other, respectively.

During the first six months of 2019, we recognized approximately $11.3 million of restructuring costs related to this plan with approximately $9.6 million, $0.2 million, $0.6 million and $0.9 million being reported within the Beauty + Home segment, Pharma segment, Food + Beverage segment and Corporate & Other, respectively. During the first six months of 2018, we recognized approximately $24.2 million of restructuring costs related to this plan with approximately $19.7 million, $1.6 million, $1.7 million and $1.2 million being reported within the Beauty + Home segment, Pharma segment, Food + Beverage segment and Corporate & Other, respectively.

We estimate total implementation costs of approximately $90 million over three years, including costs that have been recognized to date. We expect most of these costs to be incurred by the end of 2019. We also anticipate making capital investments related to the business transformation of approximately $55 million, of which the majority will be in 2019. We expect this business transformation to yield annualized incremental EBITDA of approximately $80 million by the end of 2020, principally within the Beauty + Home segment.

OPERATING INCOME

Operating income increased approximately $28.9 million in the second quarter of 2019 compared to the same period a year ago. Excluding changes in foreign currency rates, operating income increased by approximately $33.7 million in the quarter compared to the same period a year ago. This increase is mainly due to acquisitions and lower restructuring costs in the second quarter of 2019 compared to the comparable prior year period. We also realized improvements in our gross margin due to increases in sales and lower COS as a percentage of sales as discussed above. Operating income as a percentage of net sales increased to 14.8% in the second quarter of 2019 compared to 11.4% for the same period in the prior year due to these improvements.

Operating income increased approximately $38.1 million to $207.0 million in the first six months of 2019 compared to $168.9 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income increased by approximately $49.4 million in the first six months of 2019 compared to the same period a year ago. As discussed above, this increase is due to acquisitions and lower restructuring costs reported during the first six months of 2019 and improvements in gross margin. Operating income as a percentage of net sales increased to 13.9% in the first six months of 2019 compared to 11.9% for the same period in the prior year.

NET OTHER EXPENSE

Net other expense in the second quarter of 2019 increased $1.8 million to $7.8 million from $6.0 million in the same period of the prior year. For 2019, net interest expense increased by approximately $2.3 million as a result of the CSP Technologies acquisition during the third quarter of 2018.

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Net other expenses for the six months ended June 30, 2019 increased to $14.9 million from $12.8 million in the same period of the prior year. As discussed above, this increase is mainly due to $2.0 million of higher interest expense in 2019 as a result of the CSP Technologies acquisition.

EFFECTIVE TAX RATE

The effective tax rate for the three months ended June 30, 2019 of 27.6% was favorably impacted by net tax benefits of $2.9 million from discrete events. This consisted of a $9.1 million benefit from the excess tax benefits from employee stock-based  compensation offset by, among other items, a $6.3 million charge to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the three months ended June 30, 2018 was 25.5%, reflecting a $3.5 million discrete benefit related to the TCJA and a $1.7 million discrete favorable impact from the excess tax benefits from employee stock-based compensation.

The effective tax rate for the six months ended June 30, 2019 of 28.7% was favorably impacted by net tax benefits of $4.1 million from discrete events. This consisted of a favorable impact of $11.6 million from the excess tax benefits from employee stock-based compensation, offset by, among other items, a $7.0 million charge recognized to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the six months ended June 30, 2018 of 26.3% was favorably impacted by net tax benefits of $9.5 million from discrete events. This included a favorable impact of $6.0 million from the excess tax benefits from employee shared based compensation and a $3.5 million benefit related to the TCJA.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup of $73.9 million and $136.9 million in the three and six months ended June 30, 2019, respectively, compared to $55.8 million and $115.1 million for the same periods in the prior year.

BEAUTY + HOME SEGMENT

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Sales	$	342,080	$	368,536	$	709,739	$	746,709
Adjusted EBITDA (1)		48,745		45,846		101,936		98,981
Adjusted EBITDA margin (1)		14.2%		12.4%		14.4%		13.3%

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation of non-U.S. GAAP measures starting on page 35.

Reported sales for the quarter ended June 30, 2019 decreased 7% to $342.1 million compared to $368.5 million in the second quarter of the prior year. Incremental sales from our Reboul acquisition positively impacted sales by 1% while changes in currency rates negatively impacted net sales by 5%. Therefore, core sales decreased 3% in the second quarter of 2019 compared to the same quarter of the prior year. The majority of this decrease is due to lower custom tooling sales in the current quarter. Core sales to the personal care market decreased 11%. The majority of this decrease is related to a strong second quarter of the prior year for a specific North America customer’s product launch along with lower sales to other applications in 2019. Core sales were higher across the other two markets as beauty and home care increased by 4% and 5% respectively over the prior year period. Sales growth across our prestige fragrance applications led to the strong results in the beauty market, while higher sales to our air care customers drove the improvement in the home care market.

Second Quarter 2019	Personal				Home
Net Sales Change over Prior Year	Care		Beauty		Care		Total
Core Sales Growth	(11)	%	4	%	5	%	(3)	%
Acquisitions	—	%	1	%	—	%	1	%
Currency Effects (1)	(4)	%	(6)	%	(4)	%	(5)	%
Total Reported Net Sales Growth	(15)	%	(1)	%	1	%	(7)	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

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Net sales decreased 5% in the first six months of 2019 to $709.7 million compared to $746.7 million in the first six months of the prior year. Incremental sales from our Reboul acquisition positively impacted sales by 1% while changes in currency rates negatively impacted net sales by 6%. Therefore, core sales were flat for the first six months of 2019 compared to the same period in the prior year. Core sales to the personal care market were down 4% due to lower sales in the second quarter as discussed above. Consistent with the quarter results, sales were higher across the other two markets as beauty and home care each increased by 4% over the prior year period. Strong sales across all applications drove the strong results in the beauty market, while higher tooling sales drove the improvements in the home care market.

Six Months Ended June 30, 2019	Personal				Home
Net Sales Change over Prior Year	Care		Beauty		Care		Total
Core Sales Growth	(4)	%	4	%	4	%	—	%
Acquisitions	—	%	2	%	—	%	1	%
Currency Effects (1)	(5)	%	(7)	%	(5)	%	(6)	%
Total Reported Net Sales Growth	(9)	%	(1)	%	(1)	%	(5)	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Adjusted EBITDA in the second quarter of 2019 increased 6% to $48.7 million compared to $45.8 million reported in the same period in the prior year. Operational improvements and targeted price increases related to our restructuring projects offset pockets of softening sales and manufacturing inefficiencies at certain facilities. During the second quarter of 2019, we also experienced favorable material cost impacts due to lower raw material input costs and the associated positive impact from the timing delay of passing through resin cost to our customers, leading to the improvement in adjusted EBITDA and higher adjusted EBITDA margin during the quarter.

Adjusted EBITDA in the first six months of 2019 increased 3% to $101.9 million compared to $99.0 million reported in the same period in the prior year. As discussed above, price increases and favorable material costs offset pockets of softening sales and manufacturing inefficiencies at certain facilities.

PHARMA SEGMENT

Operations that sell dispensing systems, sealing and active packaging solutions primarily to the prescription drug, consumer health care, injectables and active-packaging markets form the Pharma segment.

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Sales	$	281,939	$	241,209	$	554,640	$	471,336
Adjusted EBITDA (1)		101,650		86,353		199,007		166,193
Adjusted EBITDA margin (1)		36.1%		35.8%		35.9%		35.3%

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation of non-U.S. GAAP measures starting on page 35.

Net sales for the Pharma segment increased 17% in the second quarter of 2019 to $281.9 million compared to $241.2 million in the second quarter of 2018. Changes in currencies negatively affected net sales by 6% while our acquisitions of CSP Technologies, Gateway and Nanopharm positively impacted sales by 13% in the second quarter of 2019. Therefore, core sales increased by 10% in the second quarter of 2019 compared to the second quarter of 2018. Core sales to the prescription drug market were particularly strong and increased 15% mainly driven by increased demand for our innovative nasal drug delivery systems for central nervous system and allergic rhinitis. core sales to the consumer health care market increased 4% as strong demand for our products used on nasal saline and eye care treatments more than compensated for some softness in demand for our nasal decongestant products. Core sales to the injectables market increased 6% on strong sales of our products to our antithrombotic and biologic customers.

Second Quarter 2019	Prescription		Consumer				Active
Net Sales Change over Prior Year	Drug		Health Care		Injectables		Packaging		Total
Core Sales Growth	15	%	4	%	6	%	—	%	10	%
Acquisitions	1	%	—	%	1	%	100	%	13	%
Currency Effects (1)	(6)	%	(7)	%	(5)	%	—	%	(6)	%
Total Reported Net Sales Growth	10	%	(3)	%	2	%	100	%	17	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

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Net sales for the first six months of 2019 increased by 18% to $554.6 million compared to $471.3 million in the first six months of 2018. Changes in currencies negatively affected net sales by 7% while our acquisitions of CSP Technologies, Nanopharm and Gateway positively impacted sales by 13% in the first six months of 2019. Therefore, core sales increased by 12% in the first six months of 2019 compared to the same period in the prior year. As discussed above, the prescription drug market core sales increase of 19% was driven by strong demand for our products sold for central nervous system and allergic rhinitis treatments. We also benefitted from the realization of $1.8 million of revenue for achieving a development milestone related to a customer project. Core sales to the consumer health care market increased 7% as strong demand for our products used on eye care and nasal saline treatments more than offset lower tooling sales. Core sales of our products to the injectables markets increased 3% due to strong sales of our injectable components used on antithrombotic and medical device products.

Six Months Ended June 30, 2019	Prescription		Consumer				Active
Net Sales Change over Prior Year	Drug		Health Care		Injectables		Packaging		Total
Core Sales Growth	19	%	7	%	3	%	—	%	12	%
Acquisitions	—	%	—	%	1	%	100	%	13	%
Currency Effects (1)	(7)	%	(8)	%	(6)	%	—	%	(7)	%
Total Reported Net Sales Growth	12	%	(1)	%	(2)	%	100	%	18	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Adjusted EBITDA in the second quarter of 2019 increased 18% to $101.7 million compared to $86.4 million reported in the same period of the prior year. The strong product sales growth discussed above along with incremental profit related to our CSP Technologies acquisition led to the increase in reported results for the second quarter of 2019 compared to the second quarter of 2018.

Adjusted EBITDA in the first six months of 2019 increased 20% to $199.0 million compared to $166.2 million reported in the same period of the prior year. The increased sales discussed above and improved operational efficiencies offset higher overhead costs and lower profitability on some tooling projects.

FOOD + BEVERAGE SEGMENT

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Sales	$	118,642	$	100,863	$	222,742	$	195,913
Adjusted EBITDA (1)		20,944		18,063		37,635		30,802
Adjusted EBITDA margin (1)		17.7%		17.9%		16.9%		15.7%

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation of non-U.S. GAAP measures starting on page 35.

Net sales for the quarter ended June 30, 2019 increased approximately 18% to $118.6 million compared to $100.9 million in the second quarter of the prior year. Incremental sales from our CSP Technologies acquisition positively impacted sales by 11% while changes in foreign currency rates had an unfavorable impact of 3% on the total segment sales. Therefore, core sales increased by 10% in the second quarter of 2019 compared to the second quarter of 2018.  For the segment, we realized both strong product and tooling sales growth. This growth was offset slightly by a $0.9 million decrease in the pass-through of resin price changes in the quarter ended June 30, 2019 compared to the second quarter of the prior year. Core sales to the food market increased 17% while core sales to the beverage market increased 1% in the second quarter of 2019 compared to the same period of the prior year.  For the food market, we recognized strong tooling sales and sales of our products to our sauces/condiments and granular/powder customers.  For the beverage market, increases in tooling sales were offset by slightly lower sales of our products to our functional drink customers, mainly in China, and juice customers as the European region experienced lower temperatures early in the filling season.

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Second Quarter 2019
Net Sales Change over Prior Year	Food		Beverage		Total
Core Sales Growth	17	%	1	%	10	%
Acquisitions	19	%	—	%	11	%
Currency Effects (1)	(3)	%	(4)	%	(3)	%
Total Reported Net Sales Growth	33	%	(3)	%	18	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Net sales for the first six months of 2019 increased by 14% to $222.7 million compared to $195.9 million in the first six months of 2018. Incremental sales from our CSP Technologies acquisition positively impacted sales by 11% while changes in currency rates negatively impacted net sales by 4% in the first six months of 2019. Therefore, core sales increased by 7% in the first six months of 2019 compared to the same period in the prior year. $2.0 million of lower tooling sales negatively impacted sales for the first six months of 2019, while the impact of the pass-through of resin price changes compared to the first six months of 2018 was negligible. Core sales to the food market increased 9% while core sales to the beverage market increased 3% in the first six months of 2019 compared to the same period of the prior year. Sales to the food market increased due to strong sales of our products to our granular/powder, sauces/condiments and infant nutrition customers. For the beverage market, strong sales to our products to our bottled water customers compensated for a decrease in functional drink and juice application sales as discussed above.

Six Months Ended June 30, 2019
Net Sales Change over Prior Year	Food		Beverage		Total
Core Sales Growth	9	%	3	%	7	%
Acquisitions	17	%	—	%	11	%
Currency Effects (1)	(3)	%	(4)	%	(4)	%
Total Reported Net Sales Growth	23	%	(1)	%	14	%

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Adjusted EBITDA in the second quarter of 2019 increased 16% to $20.9 million compared to $18.1 million reported in the same period of the prior year. This increase is due to incremental profit related to our CSP Technologies acquisition and solid core sales growth discussed above. We also benefitted from the positive timing delay of passing on resin cost decreases from previous quarters to our customers.

Adjusted EBITDA in the first six months of 2019 increased 22% to $37.6 million compared to $30.8 million reported in the same period of the prior year. As discussed above, our profitability was favorably impacted by our strong core sales growth, positive resin pass-throughs to our customers and incremental profit related to our CSP Technologies acquisition.

CORPORATE & OTHER

In addition to our three reporting segments, we assign certain costs to “Corporate & Other,” which is presented separately in Note 16 – Segment Information to the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring and acquisition-related costs) primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our reporting segments. For the quarter ended June 30, 2019, Corporate & Other expenses increased to $10.6 million from $9.0 million in the second quarter of 2018. This increase is mainly due to higher professional fees and personnel costs as we continue to implement our growth strategy.

Corporate & Other expenses in the first six months of 2019 increased to $23.4 million compared to $20.6 million reported in the same period of the prior year. As discussed above, this increase is mainly due to higher costs as we continue to implement our growth strategy.

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NON-U.S. GAAP MEASURES

In addition to the information presented herein that conforms to U.S. GAAP, we also present financial information that does not conform to U.S. GAAP, which are referred to as non-U.S. GAAP financial measures. Management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. We believe it is useful to present these non-U.S. GAAP financial measures because they allow for a better period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect our core operating performance. These non-U.S. GAAP financial measures should not be considered in isolation or as a substitute for U.S. GAAP financial results, but should be read in conjunction with the unaudited Condensed Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures.

In our Management’s Discussion and Analysis, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant currency.” Changes in net sales excluding the impact of foreign currency translation is a non-U.S. GAAP financial measure. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our prior period results at current period foreign currency exchange rates. As a result, our management believes that these presentations are useful internally and may be useful to investors. We also exclude the impact of material acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.

We present adjusted earnings before net interest and taxes (“Adjusted EBIT”) and consolidated adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”), both of which exclude the business transformation charges (restructuring initiatives), acquisition-related costs and purchase accounting adjustments that affected inventory values. Our “Outlook” discussion below, as well as the estimated annual effective tax rate above, are also provided on a non-U.S. GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled, such as exchange rates, or reliably predicted because they are not part of our routine activities, such as restructuring and acquisition-related costs.

Finally, we provide a reconciliation of Net Debt to Net Capital as a non-U.S. GAAP measure. Net Debt is calculated as interest bearing debt less cash, cash equivalents and short-term investments while Net Capital is calculated as stockholder’s equity plus Net Debt. Net Debt to Net Capital measures a company’s financial leverage, which gives users an idea of a company's financial structure, or how it is financing its operations, along with insight into its financial strength. We believe that it is meaningful to take into consideration the balance of our cash, cash equivalents, and short-term investments when evaluating our leverage. If needed, such assets could be used to reduce our gross debt position.

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	Three Months Ended
	June 30, 2019
	Consolidated		Beauty + Home		Pharma		Food + Beverage		Corporate & Other		Net Interest
Net Sales	$	742,661	$	342,080	$	281,939	$	118,642	$	-	$	-
Reported net income	$	73,921
Reported income taxes		28,180
Reported income before income taxes		102,101		26,813		84,425		12,195		(13,609)		(7,723)
Adjustments:
Restructuring initiatives		1,737		1,259		(113)		112		479
Transaction costs related to acquisitions		1,059				1,059
Purchase accounting adjustments related to acquired companies' inventory		222				222
Adjusted earnings before income taxes		105,119		28,072		85,593		12,307		(13,130)		(7,723)
Interest expense		8,756										8,756
Interest income		(1,033)										(1,033)
Adjusted earnings before net interest and taxes (Adjusted EBIT)		112,842		28,072		85,593		12,307		(13,130)		-
Depreciation and amortization		47,867		20,673		16,057		8,637		2,500		-
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	160,709	$	48,745	$	101,650	$	20,944	$	(10,630)	$	-
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)		21.6%		14.2%		36.1%		17.7%

	Three Months Ended
	June 30, 2018
	Consolidated		Beauty + Home		Pharma		Food + Beverage		Corporate & Other		Net Interest
Net Sales	$	710,608	$	368,536	$	241,209	$	100,863	$	-	$	-
Reported net income	$	55,781
Reported income taxes		19,117
Reported income before income taxes		74,898		10,510		73,607		10,329		(14,105)		(5,443)
Adjustments:
Restructuring initiatives		18,214		14,631		1,224		1,354		1,005
Transaction costs related to acquisitions		2,444		574						1,870
Purchase accounting adjustments related to acquired companies' inventory		119		119
Adjusted earnings before income taxes		95,675		25,834		74,831		11,683		(11,230)		(5,443)
Interest expense		7,964										7,964
Interest income		(2,521)										(2,521)
Adjusted earnings before net interest and taxes (Adjusted EBIT)		101,118		25,834		74,831		11,683		(11,230)		-
Depreciation and amortization		40,101		20,012		11,522		6,380		2,187		-
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	141,219	$	45,846	$	86,353	$	18,063	$	(9,043)	$	-
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)		19.9%		12.4%		35.8%		17.9%

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	Six Months Ended
	June 30, 2019
	Consolidated		Beauty + Home		Pharma		Food + Beverage		Corporate & Other		Net Interest
Net Sales	$	1,487,121	$	709,739	$	554,640	$	222,742	$	-	$	-
Reported net income	$	136,920
Reported income taxes		55,180
Reported income before income taxes		192,100		50,994		165,683		19,911		(29,299)		(15,189)
Adjustments:
Restructuring initiatives		11,267		9,528		213		622		904
Transaction costs related to acquisitions		1,059				1,059
Purchase accounting adjustments related to acquired companies' inventory		222				222
Adjusted earnings before income taxes		204,648		60,522		167,177		20,533		(28,395)		(15,189)
Interest expense		17,970										17,970
Interest income		(2,781)										(2,781)
Adjusted earnings before net interest and taxes (Adjusted EBIT)		219,837		60,522		167,177		20,533		(28,395)		-
Depreciation and amortization		95,356		41,414		31,830		17,102		5,010		-
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	315,193	$	101,936	$	199,007	$	37,635	$	(23,385)	$	-
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)		21.2%		14.4%		35.9%		16.9%

	Six Months Ended
	June 30, 2018
	Consolidated		Beauty + Home		Pharma		Food + Beverage		Corporate & Other		Net Interest
Net Sales	$	1,413,958	$	746,709	$	471,336	$	195,913	$	-	$	-
Reported net income	$	115,069
Reported income taxes		41,046
Reported income before income taxes		156,115		37,217		141,899		16,255		(28,006)		(11,250)
Adjustments:
Restructuring initiatives		24,150		19,647		1,588		1,669		1,246
Transaction costs related to acquisitions		2,444		574						1,870
Purchase accounting adjustments related to acquired companies' inventory		119		119
Adjusted earnings before income taxes		182,828		57,557		143,487		17,924		(24,890)		(11,250)
Interest expense		16,019										16,019
Interest income		(4,769)										(4,769)
Adjusted earnings before net interest and taxes (Adjusted EBIT)		194,078		57,557		143,487		17,924		(24,890)		-
Depreciation and amortization		81,276		41,424		22,706		12,878		4,268		-
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	275,354	$	98,981	$	166,193	$	30,802	$	(20,622)	$	-
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)		19.5%		13.3%		35.3%		15.7%

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Net Debt to Net Capital Reconciliation		June 30,		December 31,
		2019		2018
Notes payable, including revolving credit facilities	$	57,663	$	101,293
Current maturities of long-term obligations, net of unamortized debt issuance costs		64,941		62,678
Long-Term Obligations, net of unamortized debt issuance costs		1,148,261		1,125,993
Total Debt		1,270,865		1,289,964
Less:
Cash and equivalents		302,950		261,823
Net Debt	$	967,915	$	1,028,141
Total Stockholders' Equity	$	1,581,422	$	1,422,871
Net Debt		967,915		1,028,141
Net Capital	$	2,549,337	$	2,451,012
Net Debt to Net Capital		38.0%		41.9%

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 also have foreign exchange exposure to the Chinese yuan, Brazilian real, Mexican peso, Swiss franc and other Asian, European and South American currencies. 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. During the second quarter of 2019 the U.S. dollar strengthened compared to the euro. This resulted in a dilutive impact on our translated results during the second quarter of 2019 when compared to the second quarter of 2018. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Our Argentinian operations contributed less than 2% of consolidated net assets and revenues at and for the six months ended June 30, 2019.

QUARTERLY TRENDS

Our results of operations in the last quarter of the year typically are negatively impacted by customer plant shutdowns in December. In the future, our results of operations in a quarterly period could be impacted by factors such as the seasonality of certain products within our segments, changes in foreign currency rates, changes in product mix, changes in material costs, changes in growth rates in the markets to which our products are sold and changes in general economic conditions in any of the countries in which we do business.

Historically, we have incurred higher employee stock compensation expense in the first quarter compared with the rest of the fiscal year due to the timing and recognition of stock option expense. During 2019, we transitioned from employee stock options to RSUs and therefore we do not anticipate as much variability in expense between quarters in the future. Our estimated total stock-based compensation expense on a pre-tax basis (in $ millions) for the year 2019 compared to 2018 is as follows:

	2019		2018
First Quarter	$	6.5	$	7.5
Second Quarter		6.5		3.4
Third Quarter (estimated for 2019)		6.2		3.9
Fourth Quarter (estimated for 2019)		6.1		4.8
	$	25.3	$	19.6

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LIQUIDITY AND CAPITAL RESOURCES

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, our revolving credit facilities and debt, as needed, as our primary sources 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 repurchasing shares of our common stock and paying dividends to stockholders. 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.

Cash and equivalents increased to $303.0 million at June 30, 2019 from $261.8 million at December 31, 2018. Total short and long-term interest bearing debt of $1.3 billion at June 30, 2019 was relatively unchanged from the $1.3 billion at December 31, 2018. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) decreased to 38.0% at June 30, 2019 compared to 41.9% at December 31, 2018. See the reconciliation of non-U.S. GAAP measures starting on page 35.

In the first six months of 2019, our operations provided approximately $221.1 million in net cash flow compared to $154.5 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization. The increase in cash provided by operations during the first six months of 2019 is primarily attributable to the lower restructuring costs, improved profitability and better working capital management.

We used $157.2 million in cash for investing activities during the first six months of 2019 compared to $90.7 million during the same period a year ago. Our investment in capital projects increased $33.0 million during the first six months of 2019 compared to the first six months of 2018. During the first six months of 2019, $45.1 million of cash was utilized to fund our Gateway and Nanopharm acquisitions and we also released $4.0 million relating to the final escrow settlement on our acquisition of CSP Technologies. We received $16.5 million from the sale of our investment in Reciprocal Labs Corporation. During the first six months of 2018, we received $10.6 million of insurance proceeds related to the Annecy fire and invested $10.0 million in equity securities. Our 2019 estimated cash outlays for capital expenditures are expected to be in the range of approximately $230 to $250 million but could vary due to changes in exchange rates as well as the timing of capital projects.

Financing activities used $31.8 million in cash during the first six months of 2019 compared to $52.3 million during the same period a year ago. During the first six months of 2019, we received net proceeds from our stock option exercises of $70.7 million. We used cash on hand to pay $44.1 million of dividends, repay $38.7 million on our revolving credit facility and repurchase $19.1 million of treasury stock.

We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. We also maintain a multi-currency revolving credit facility with two tranches, providing for unsecured financing of up to $300 million that is available in the U.S. and up to €150 million that is available to our wholly-owned UK subsidiary. Each borrowing under the 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 credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. The December 31, 2018 outstanding balance of €69.0 million on the euro-based revolving credit facility was paid in the first quarter of 2019. €35.0 million was utilized as of June 30, 2019. Credit facility balances are included in notes payable, including revolving credit facilities on the Condensed Consolidated Balance Sheet.

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

	Requirement	Level at June 30, 2019
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	1.85 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	15.31 to 1.00

(1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements.

Based upon the above consolidated leverage ratio covenant, we have the ability to borrow approximately an additional $887 million before the 3.50 to 1.00 maximum ratio requirement is exceeded.

Our foreign operations have historically met cash requirements with the use of internally generated cash or uncommitted short-term borrowings. We also have committed financing arrangements in both the U.S. and UK as detailed above. 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.

39

On July 17, 2019, the Board of Directors declared a quarterly cash dividend of $0.36 per share payable on August 21, 2019 to stockholders of record as of July 31, 2019.

CONTINGENCIES

The Company, in the normal course of business, is subject to a number of lawsuits and claims both actual and potential in nature. Please refer to Note 12 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for a discussion of contingencies affecting our business.

OFF-BALANCE SHEET ARRANGEMENTS

We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating leases. 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. As a result of the adoption of ASU 2016-02 and subsequent amendments, which requires organizations to recognize leases on the balance sheet, we do not have significant off-balance sheet arrangements. Please refer to Note 7 – Lease Commitments of the Notes to Condensed Consolidated Financial Statements for lease arrangements that have not yet commenced and therefore not included in the balance sheet.

RECENTLY ISSUED ACCOUNTING STANDARDS

We have reviewed the recently issued accounting standards updates to the FASB’s Accounting Standards Codification that have future effective dates. Standards that are effective for 2019 are discussed in Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, which changes the accounting guidance for measurement of credit losses on financial instruments. The guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when recording credit loss estimates. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. We are currently evaluating the impact of adopting this guidance.

In January 2017, the FASB issued ASU 2017-04, which provides guidance to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As a result, impairment charges will be required for the amount by which a reporting unit’s carrying amount exceeds its fair value up to the amount of its allocated goodwill. The new standard is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We do not believe that this new guidance will have a material impact on our Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-14, which amends disclosure requirements for defined benefit pension and other postretirement plans. The amendments in this update remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The new standard is effective for fiscal years ending after December 15, 2020. As this update amends disclosure requirements, we do not expect any significant impact around adopting this guidance.

In August 2018, the FASB issued ASU 2018-15 to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. The new standard is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of adopting this guidance.

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 Condensed Consolidated Financial Statements upon adoption.

OUTLOOK

We expect earnings per share for the third quarter, excluding any restructuring costs and acquisition related expenses, to be in the range of $0.91 to $0.97 and this guidance is based on an effective tax rate range of 30% to 32%. The effective tax rate for the prior year third quarter was approximately 23%.

40

FORWARD-LOOKING STATEMENTS

Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Restructuring Initiatives, Quarterly Trends, Liquidity and Capital Resources, Contingencies and Outlook sections of this Form 10-Q. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential” 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 (the “Exchange Act”) 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 or inflationary conditions in regions we rely on for growth;

● political conditions worldwide, including the impact of the UK leaving the European Union (Brexit) on our UK operations;

● significant fluctuations in foreign currency exchange rates or our effective tax rate;

● the impact of tax reform legislation, changes in tax rates and other tax-related events or transactions that could impact our effective tax rate;

● financial conditions of customers and suppliers;

● consolidations within our customer or supplier bases;

● changes in customer and/or consumer spending levels;

● loss of one or more key accounts;

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

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

● the impact and extent of contamination found at our facility in Brazil;

● our ability to successfully implement facility expansions and new facility projects;

● our ability to offset inflationary impacts with cost containment, productivity initiatives or price increases;

● 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 and products, including the successful integration of the CSP Technologies, Reboul, Nanopharm and Gateway businesses;

● direct or indirect consequences of acts of war, terrorism or social unrest;

● 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;

● 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;

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

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

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

● significant product liability claims;

● the execution of our business transformation plan; and

● other risks associated with our operations.

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Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Item 1A (“Risk Factors”) of Part I included in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional risk factors affecting the Company.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 Chinese yuan, Brazilian real, Mexican peso and Swiss franc, among other Asian, European, and South American currencies. 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 relative to foreign currencies has an additive translation effect on our financial condition and results of operations.

Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Any changes in exchange rates on such inter-country sales may impact our results of operations.

We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in foreign currencies.

The table below provides information as of June 30, 2019 about our forward currency exchange contracts. The majority of the contracts expire before the end of the third quarter of 2019.

			Average	Min / Max
		Contract Amount	Contractual	Notional
Buy/Sell		(in thousands)	Exchange Rate	Volumes
EUR / BRL	$	12,673	4.4515	12,208-13,010
EUR / USD		10,509	1.1280	10,509-18,107
CHF / EUR		7,907	0.8877	5,913-7,907
USD / EUR		6,657	0.8871	1,726-7,834
EUR / INR		5,286	79.8800	5,227-5,286
GBP / EUR		4,668	1.1426	757-4,668
EUR / IDR		4,439	17.7680	4,359-4,439
EUR / GBP		3,013	0.5855	0-3,013
EUR / MXN		1,041	21.8088	560-1,041
CHF / USD		701	1.0006	223-701
MXN / USD		6	0.0346	0-6
Total	$	56,900

As of June 30, 2019, we have recorded the fair value of foreign currency forward exchange contracts of $0.2 million in prepaid and other and $0.7 million in accounts payable and accrued liabilities on the balance sheet. We also entered into a EUR/USD floating-to-fixed cross currency swap on July 20, 2017 to effectively hedge the foreign exchange and interest rate exposure on the $280 million bank term loan drawn by our wholly-owned UK subsidiary. The fair value of this cash flow hedge is $0.1 million reported in prepaid and other and $0.1 million reported in other current liabilities on the balance sheet.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2019. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our fiscal quarter ended June 30, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

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

RECENT SALES OF UNREGISTERED SECURITIES

Certain French employees are eligible to participate in the FCP Aptar Savings Plan (the “Plan”). 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 June 30, 2019, the Plan purchased 5,770 shares of our common stock on behalf of the participants at an average price of $111.20, for an aggregate amount of $642 thousand. The Plan sold 6,146 shares of our common stock on behalf of the participants at an average price of $112.37, for an aggregate amount of $691 thousand during the same period. At June 30, 2019, the Plan owned 85,611 shares of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

On April 18, 2019, we announced a share purchase authorization of up to $350 million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

During the three months ended June 30, 2019, we repurchased approximately 34 thousand shares for approximately $4.1 million.

The following table summarizes our purchases of our securities for the quarter ended June 30, 2019:

					Dollar Value Of
				Total Number Of Shares	Shares that May Yet be
	Total Number			Purchased as Part Of	Purchased Under The
	Of Shares	Average Price		Publicly Announced	Plans or Programs
Period	Purchased	Paid Per Share		Plans Or Programs	(in millions)
4/1 – 4/30/19	—	$	—	—	$	350.0
5/1 – 5/31/19	—		—	—		350.0
6/1 – 6/30/19	34,000		120.48	34,000		345.9
Total	34,000	$	120.48	34,000	$	345.9

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ITEM 6. EXHIBITS

Exhibit 10.1	Form of AptarGroup, Inc. Retention Award Restricted Stock Unit Award Agreement (Service-Based Vesting Form) (French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.2	Form of AptarGroup, Inc. Retention Award Restricted Stock Unit Award Agreement (Service-Based Vesting Form) (Non - French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.3	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Service-Based Vesting Form) (French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.4	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Service-Based Vesting Form) (Non - French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.5	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Service-Based Vesting Form) (Chinese employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.6	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Performance-Based Vesting Form) (French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.7	Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Performance-Based Vesting Form) (Non - French employee version) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan.
Exhibit 10.8	AptarGroup, Inc. Employment Agreement of Xiangwei Gong as of May 30, 2018.
Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101	The following information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2019, filed with the SEC on August 1, 2019, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2019 and 2018, (iii) the Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2019 and 2018, (iv) the Condensed Consolidated Balance Sheets – June 30, 2019 and December 31, 2018, (v) the Condensed Consolidated Statements of Changes in Equity – Three and Six Months Ended June 30, 2019 and 2018, (vi) the Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2019 and 2018 and (vii) the Notes to Condensed Consolidated Financial Statements.

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SIGNATURE

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

	AptarGroup, Inc.
	(Registrant)
By	/s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary
	(Duly Authorized Officer and
	Principal Accounting and Financial Officer)
	Date: August 1, 2019

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EX-10.1

Exhibit 10.1

APTARGROUP, INC.

2018 EQUITY INCENTIVE PLAN

RETENTION AWARD

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED VESTING FORM)
(French employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants [EMPLOYEE] (the “Employee”) as of [INSERT DATE] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”) ”) as amended by the 2018 French Sub-Plan for Restricted Stock Units (the “Sub-Plan”), a restricted stock unit award (the “Award”) of [INSERT NUMBER] [(INSERT NUMBER)] restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

The Award is governed by the terms and conditions of the Plan as amended by the Sub-Plan (together the “2018 French RSU Plan”).

In the event the terms and conditions set out in this Award Agreement differ from or conflict with the terms and conditions set out in the 2018 French RSU Plan, the terms and conditions set out in the 2018 French RSU Plan shall prevail.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Restriction Period and Vesting.  (a)  The Award shall vest (i) on the [insert year] anniversary of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

(b)If (i) the Employee’s employment with the Company is terminated by the Company without Cause or (ii) if the Employee receives notice from the Company that the Company will terminate the Employee without Cause and, in such case, the Employee terminates his or her employment with the Company by reason of Retirement, the Award shall become fully vested as of the date of termination of employment.  For purposes of this Agreement, (A) “Cause” shall mean (1) the commission of a felony involving moral turpitude, (2) the commission of a fraud, (3) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (4) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (5) breach of any noncompetition or confidentiality provision in any written agreement with the Company  or (6) any other breach of the Employee’s employment agreement with the Company which is material and which is not cured within 30 days following written notice thereof to the Employee by the Company; and (B) “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of ten (10) years of employment with the Company or ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.

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

(d)If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the Award shall be forfeited and cancelled by the Company. 

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

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

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

(ii)  require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

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

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

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

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

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5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee except in the event of death or Disability as described in the Sub-plan.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

(b)  Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company selling whole Shares delivered upon vesting having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to or to be sold by the Company may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.     

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

5.4 Issuance of Shares.  Subject to Sections 5.2,  5.3 and 5.8, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

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5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.     To the extent this Agreement provides for the Award to become vested and be settled upon the Employee’s termination of employment, the applicable Shares shall be transferred to the Employee or his or her beneficiary upon the Employee’s “separation from service,” within the meaning of Section 409A of the Code; provided that if the Employee is a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to the Employee or his or her beneficiary upon the earlier to occur of (a) the six-month anniversary of such separation from service and (b) the date of the Employee’s death. 

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

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6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

APTARGROUP, INC.

By: [Authorized Representative]

Acknowledgment, Acceptance and Agreement:

By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan as amended by the Sub-Plan.

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EX-10.2

Exhibit 10.2

non-French employee version

APTARGROUP, INC.

2018 EQUITY INCENTIVE PLAN

RETENTION AWARD

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED VESTING FORM)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants [EMPLOYEE] (the “Employee”) as of [INSERT DATE] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) of [INSERT NUMBER] [(INSERT NUMBER)] restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Restriction Period and Vesting.  (a)  The Award shall vest (i) on the [insert year] anniversary of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

(b)  If (i) the Employee’s employment with the Company is terminated by the Company without Cause or (ii) if the Employee receives notice from the Company that the Company will terminate the Employee without Cause and, in such case, the Employee terminates his or her employment with the Company by reason of Retirement, the Award shall become fully vested as of the date of termination of employment.  For purposes of this Agreement, (A) “Cause” shall mean (1) the commission of a felony involving moral turpitude, (2) the commission of a fraud, (3) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (4) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (5) breach of any noncompetition or confidentiality provision in any written agreement with the Company  or (6) any other breach of the Employee’s employment agreement with the Company which is material and which is not cured within 30 days following written notice thereof to the Employee by the Company; and (B) “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of ten (10) years of employment with the Company or ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.

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

(d)  If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the Award shall be forfeited and cancelled by the Company. 

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

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

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

(ii)  require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

2

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

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

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

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

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5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 7(a) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

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(b)Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole Shares which would otherwise be issued or transferred to the Employee having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to the Company or withheld may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.     

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

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5.4 Issuance of Shares.  Subject to Sections 5.2,  5.3 and 5.8, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

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5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.     To the extent this Agreement provides for the Award to become vested and be settled upon the Employee’s termination of employment, the applicable Shares shall be transferred to the Employee or his or her beneficiary upon the Employee’s “separation from service,” within the meaning of Section 409A of the Code; provided that if the Employee is a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to the Employee or his or her beneficiary upon the earlier to occur of (a) the six-month anniversary of such separation from service and (b) the date of the Employee’s death. 

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

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6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

APTARGROUP, INC.

By: [Authorized Representative]

Acknowledgment, Acceptance and Agreement:

By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan.

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EX-10.3

Exhibit 10.3

APTARGROUP, INC.

2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED VESTING FORM)
(French employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”) as amended by the 2018 French Sub-Plan for Restricted Stock Units (the “Sub-Plan”), a restricted stock unit award (the “Award”) of the restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

The Award is governed by the terms and conditions of the Plan as amended by the Sub-Plan (together the “2018 French RSU Plan”).

In the event the terms and conditions set out in this Award Agreement differ from or conflict with the terms and conditions set out in the 2018 French RSU Plan, the terms and conditions set out in the 2018 French RSU Plan shall prevail.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Restriction Period and Vesting.  (a)  The Award shall vest (i) in [insert number] increments on each of the [insert year[s]] anniversaries of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

Shares underlying Awards vested less than 2 years after the Grant Date shall be subject to a sale restriction until the second anniversary of the Grant Date.

(b)If the Employee’s employment by the Company terminates by reason of Retirement during the Restriction Period, the Award shall be settled in accordance with the vesting schedule  set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award, if any, which has not yet been settled as of the date of death shall become fully payable as of the date of death. 

(c)Upon the Employee’s Disability or Deathduring the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. 

(d)If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. 

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

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

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

(ii)  require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

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

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

(f)Definitions.  For purposes of this Agreement, the following terms shall be defined as follows:

(1)  “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee 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 Employee by the Company.

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

(3)  “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company. 

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

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

5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee except in the event of death or Disability as described in the Sub-plan.. Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

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(b)  Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company selling whole Shares delivered upon vesting having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to or to be sold by the Company may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.   

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

5.4 Issuance of Shares.  Subject to Sections 5.2 and 5.3, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, in whole or in part, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

APTARGROUP, INC.

By: [Authorized Representative]

Acknowledgment, Acceptance and Agreement:

By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan as amended by the Sub-Plan.

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EX-10.4

Exhibit 10.4

APTARGROUP, INC.

2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED VESTING FORM)
(non-French employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) of the restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Restriction Period and Vesting.  (a)  The Award shall vest (i) with respect to [insert number] number of restricted stock units subject to the Award on each of the [insert year] the anniversaries of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

(b)If the Employee’s employment by the Company terminates by reason of Retirement during the Restriction Period, the Award shall be settled in accordance with the vesting schedule  set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award, if any, which has not yet been settled as of the date of death shall become fully payable as of the date of death. 

(c)Upon the Employee’s Disability or Deathduring the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. 

(d)If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. 

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

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

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

(ii)  require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

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

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

(f)Definitions.  For purposes of this Agreement, the following terms shall be defined as follows:

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(1)  “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee 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 Employee by the Company.

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

(3)  “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company. 

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

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

5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 7(a) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

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(b)  Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole Shares which would otherwise be issued or transferred to the Employee having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to the Company or withheld may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.   

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

5.4 Issuance of Shares.  Subject to Sections 5.2 and 5.3, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, in whole or in part, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

APTARGROUP, INC.

By: [Authorized Representative]

Acknowledgment, Acceptance and Agreement:

By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan.

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EX-10.5

Exhibit 10.5

APTARGROUP, INC.

2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED VESTING FORM)
(Chinese employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) of the restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Restriction Period and Vesting.  (a)  The Award shall vest (i) in [insert number] increments on each of the [insert year] anniversaries of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”).

(b)If the Employee’s employment by the Company terminates by reason of Retirement during the Restriction Period, the Award shall be settled in accordance with the vesting schedule  set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award, if any, which has not yet been settled as of the date of death shall become fully payable as of the date of death. 

(c)Upon the Employee’s Disability or Deathduring the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. 

(d)If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. 

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

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

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

(ii)require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.

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

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

(f)Definitions.  For purposes of this Agreement, the following terms shall be defined as follows:

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(1)  “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee 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 Employee by the Company.

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

(3)  “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company. 

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

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

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5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 7(a) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

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(b)  Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole Shares which would otherwise be issued or transferred to the Employee having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to the Company or withheld may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.   

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

5.4 Issuance of Shares.  Subject to Sections 5.2 and 5.3, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, in whole or in part, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

APTARGROUP, INC.

By: [Authorized Representative]

Acknowledgment, Acceptance and Agreement:

By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan.

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EX-10.6

Exhibit 10.6

APTARGROUP, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED VESTING FORM)
(French Employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”) as amended by the 2018 French Sub-Plan for Restricted Stock Units (the “Sub-Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

The Award is governed by the terms and conditions of the Plan as amended by the Sub-Plan (together the “2018 French RSU Plan”).

In the event the terms and conditions set out in this Award Agreement differ from or conflict with the terms and conditions set out in the 2018 French RSU Plan, the terms and conditions set out in the 2018 French RSU Plan shall prevail.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect).

2. Performance Period and Vesting. 

2.1 Performance-Based Vesting Conditions.  Subject to the remainder of this Section 2, the shares of Common Stock shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award Notice over the performance period set forth in the Award Notice (the “Performance Period”), provided that the Employee remains in continuous employment with the Company through the end of the Performance Period (the “Vesting Date”). Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the settlement of the Award.

Shares underlying Awards vested less than 2 years after the Grant Date shall be subject to a sale restriction until the second anniversary of the Grant Date.

1

Exhibit 10.6

2.2 Termination of Employment.  

(i) Termination of Employment by Reason of Death or Disability.  If, prior to the Vesting Date, the Employee’s employment is terminated by the Company by reason of death or Disability, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment equal to the target number of shares of Common Stock subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days such Employee 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 Reason of Retirement.  If, prior to the Vesting Date, the Employee’s employment is terminated by reason of Retirement, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment.  Such prorated payment shall be determined in accordance with the Award Notice 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 Employee 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.

(iii) Termination of Employment for any Other Reason. If, prior to the Vesting Date, an Employee’s employment with the Company is terminated for any reason other than as set forth in Section 2.2(i) and 2.2(ii), such Employee’s Award shall be immediately forfeited.

2

Exhibit 10.6

(iv) 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 Employee shall be eligible to receive an Award determined in accordance with the Award Notice based on actual performance during the Change in Control Performance Period;  provided,  however, if the Change in Control occurs after the date on which an Employee’s employment is terminated by reason of Retirement, pursuant to Section 2.2(i)(ii), the Employee shall be eligible to receive an Award determined in accordance with the Award Notice based on actual performance during the Change in Control Performance Period and prorated in accordance with Section 2.2(ii) based on the number of days such Employee 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 the Employee’s employment with the Company terminated where the Award shall already have been forfeited pursuant to Section 2.2(i) and Section 2.2(iii), as applicable, the Employee shall not be eligible for any payment (or, in the case of Section 2.2(i), any further payment) with respect to the Award.

(f)Definitions.  For purposes of this Agreement, the following terms shall be defined as follows:

(1)“Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee 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 Employee by the Company.

3

Exhibit 10.6

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

(3)“Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company. 

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

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

5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Performance Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee except in the event of death or Disability as described in the Sub-Plan.  Except as permitted by the foregoing, during the Performance Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

4

Exhibit 10.6

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

(b)Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company selling whole shares of Common Stock delivered upon vesting having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding shares of Common Stock, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments; or (iv) any combination of share withholding and (i), (ii) and (iii). Shares to be delivered to or to be sold by the Company may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee. 

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

5

Exhibit 10.6

5.4 Issuance of Shares.  As soon as practicable after the applicable Vesting Date or, if applicable, the date of the Participant’s termination of employment due to death or Disability or the end of the Change in Control Performance Period (but no later than the March 15th occurring immediately after the Vesting Date, the date of the Participant’s termination of employment due to death or Disability or the end of the Change in Control Performance Period, as applicable), the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested shares of Common Stock.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  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. Each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 

6

Exhibit 10.6

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

6.5 Award Subject to Clawback.  The 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 to comply with applicable law, 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.

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EX-10.7

Exhibit 10.7

APTARGROUP, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED VESTING FORM)
(Non-French Employee version)

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company  (or electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect).

2. Performance Period and Vesting. 

2.1 Performance-Based Vesting Conditions.  Subject to the remainder of this Section 2, the shares of Common Stock shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award Notice over the performance period set forth in the Award Notice (the “Performance Period”), provided that that the Employee remains in continuous employment with the Company through the end of the Performance Period (the “Vesting Date”).  Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the settlement of the Award.

2.2 Termination of Employment.  

(i)  Termination of Employment by Reason of Death or Disability.  If, prior to the Vesting Date, the Employee’s employment is terminated by the Company by reason of death or Disability, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment equal to the target number of shares of Common Stock subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days such Employee 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.

1

Exhibit 10.7

(ii)  Termination of Employment by Reason of Retirement.  If, prior to the Vesting Date, the Employee’s employment is terminated by reason of Retirement, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment.  Such prorated payment shall be determined in accordance with the Award Notice 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 Employee 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.

(iii)  Termination of Employment for any Other Reason. If, prior to the Vesting Date, an Employee’s employment with the Company is terminated for any reason other than as set forth in Section 2.2(i) and 2.2(ii), such Employee’s Award shall be immediately forfeited.

(iv)  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 Employee shall be eligible to receive an Award determined in accordance with the Award Notice based on actual performance during the Change in Control Performance Period;  provided,  however, if the Change in Control occurs after the date on which an Employee’s employment is terminated by reason of Retirement, pursuant to Section 2.2(i)(ii), the Employee shall be eligible to receive an Award determined in accordance with the Award Notice based on actual performance during the Change in Control Performance Period and prorated in accordance with Section 2.2(ii) based on the number of days such Employee 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 the Employee’s employment with the Company terminated where the Award shall already have been forfeited pursuant to Section 2.2(i) and Section 2.2(iii), as applicable, the Employee shall not be eligible for any payment (or, in the case of Section 2.2(i), any further payment) with respect to the Award.

2

Exhibit 10.7

(f)Definitions.  For purposes of this Agreement, the following terms shall be defined as follows:

(1)  “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee 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 Employee by the Company.

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

(3)  “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65.  For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company. 

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

3

Exhibit 10.7

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

5. Additional Terms and Conditions of Award. 

5.1 Nontransferability of Award.  During the Performance Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 7(a) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Performance Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void.

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

4

Exhibit 10.7

(b)  Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding whole shares of Common Stock which would otherwise be issued or transferred to the Employee having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided,  however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding shares of Common Stock, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments; or (iv) any combination of share withholding and (i), (ii) and (iii).  Shares to be delivered to the Company or withheld may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment).  Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee. 

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

5

Exhibit 10.7

5.4 Issuance of Shares.  As soon as practicable after the applicable Vesting Date or, if applicable, the date of the Participant’s termination of employment due to death or Disability or the end of the Change in Control Performance Period (but no later than the March 15th occurring immediately after the Vesting Date, the date of the Participant’s termination of employment due to death or Disability or the end of the Change in Control Performance Period, as applicable), the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested shares of Common Stock.  Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name).  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.

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

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

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

5.8 Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.  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. Each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 

6

Exhibit 10.7

6. Miscellaneous Provisions.

6.1 Meaning of Certain Terms.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

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

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

6.4 Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

6.5 Award Subject to Clawback.  The Award and any shares delivered pursuant to the 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 to comply with applicable law, 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.

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EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT between AptarGroup, Inc., a Delaware corporation (the “Company”), and Xiangwei Gong(the “Executive”) is entered into as of May   30, 2018.  In consideration of the covenants contained herein, the parties agree as follows:

1. Employment.  The Company shall employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and subject to the conditions set forth herein for the period beginning on October 15, 2018 (the “Effective Date”) and ending on December 31, 2020, unless earlier terminated pursuant to Section 4 hereof; provided, however, that such term shall automatically be extended as of each January 1st commencing January 1, 2019, for one additional year unless either the Company or the Executive shall have terminated this automatic extension provision by written notice to the other party at least 30 days prior to the automatic extension date; and provided further that in no event shall such term extend beyond December 31, 2034.  The term of employment in effect from time to time hereunder is hereinafter called the “Employment Period.” 

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

3. Compensation and Benefits.  The Executive shall be entitled to the following compensation and benefits under this Agreement, with all dollar amounts provided herein expressed in U.S. dollars.

(a) The Company shall pay the Executive a salary during the Employment Period, in monthly installments, initially at the rate of $450,000 per annum.  The Management Development and Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may, in its sole discretion increase (but not decrease) such salary from time to time.

(b) During the Employment Period, Executive shall be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program”), with an Annual Incentive Program target opportunity determined by the Compensation Committee for each year of participation.  The actual amount of the annual bonus earned by and payable to Executive for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time (including, without limitation, any prorated payouts for any partial years of service).  For calendar years 2018 and 2019, the Executive’s target annual bonus opportunity shall equal 75% of Executive’s base salary;provided, however, any bonus paid with respect to calendar year 2018 shall be prorated for the number of days the Executive was employed by the Company during 2018.  Each cash bonus paid under the Annual Incentive Program shall be paid to Executive no later than March 15th of the calendar year following the calendar year in which the bonus is earned.

(c) During the Employment Period, Executive shall be eligible to participate in the long-term incentive program maintained for senior executive officers of the Company (the “LTI Program”), with a LTI Program target opportunity determined by the Compensation Committee for each year of participation.  For calendar year 2019, the Executive’s LTI Program target opportunity shall equal 175% of the Executive’s base salary.  The LTI Program awards granted to Executive shall be delivered through vehicles and designs that are generally consistent with those awarded to the Company’s other senior executive officers in each year.

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

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

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

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

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

(g) In consideration of the commencement of Executive’s employment hereunder and to compensate Executive for compensation forfeited at her prior employer, Executive shall receive: 

(i) a sign-on cash bonus of $200,000 (the “Sign-On Bonus”), paid to Executive within 30 calendar days following the Effective Date.  Notwithstanding anything herein to the contrary, if the Company terminates Executive’s employment for Cause (as defined herein) or Executive resigns from the Company without Good Reason (as defined herein), in each case, prior to the one-year anniversary of the Effective Date, Executive shall repay to the Company the Sign-On Bonus within ten (10) days of Executive’s termination of employment; provided, further, to the extent permitted by applicable law and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if Executive is required to repay the Sign-On Bonus, then the Company shall be entitled to offset the required repayment amount against any compensation or other amounts due from the Company to Executive; and

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(ii) a time-based restricted stock unit award granted within 30 days following the Effective Date with a grant date fair value equal to $1,000,000 (the “Sign-On RSU Award”), with the number of shares of Company common stock subject to the Sign-On RSU Award determined by dividing the grant date fair value by the average stock price of the Company’s common stock during the 30 calendar-day period prior to the grant date.  The Sign-On RSU Award shall (i) vest in three equal installments on each of the first three anniversaries of the Effective Date, subject to the Executive’s continued employment through the applicable vesting date, (ii) be issued under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and (iii) be subject to the Company’s standard form of time-based restricted stock unit agreement, to the extent applicable.

(h) While Executive is on Company assignment in China (the “Host Country”), Executive shall be eligible for expatriate benefits as set forth below.  If the benefits provided under this Section 3(h) are considered taxable income, they shall not be taken into account as “compensation” for purposes of other Company benefit plans. 

(i) The Company shall provide Executive with an automobile and driver for Executive’s use in the Host Country, with insurance, maintenance, reasonable fuel, taxes, and registration costs for this vehicle borne by the Company.

(ii) The Company shall pay the cost of private schooling for primary or secondary (i.e., high school) international schools located in the Host Country that are mutually agreed to between the Executive and the Company for the Executive’s dependents. If Executive arranges for private schooling in excess of the amount reimbursable by the Company, the difference in cost shall be the Executive’s responsibility.

(iii) The Executive and her dependents shall be eligible to participate in the Company’s international health insurance plan, subject to the terms and conditions of such plan.

(iv) The Company shall pay two (2) time during each calendar year the round trip airfare for Executive and Executive’s immediate family to visit the United States or, depending on the immediately family member’s location, the Host Country.

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(v) The Company shall provide and pay for the rental of an apartment or home in an area within a reasonable commuting distance to the Company’s Shanghai office and for an amount comparable to Executive’s current housing in Shanghai and as mutually agreed to between the Executive and the Company. If Executive elects housing that results in a cost in excess of this allowance, Executive shall pay the difference. In addition, in the event Executive is required to relocate because of the location of the Company’s offices in the Host Country, the Company agrees to pay reasonable moving expenses with respect to such relocation.

(vi) During Executive’s assignment in the Host Country, Executive shall continue to be responsible for the payment of U.S. Federal and state income taxes as if Executive had remained in the United States in the Executive’s home state.  Executive shall also be responsible for Host Country taxes on the income Executive earns while performing services in the Host Country.  Executive shall be entitled to tax equalization to minimize the effect of this dual taxation and to leave Executive in a net after-tax position equivalent to what Executive would experience if the Executive was subject to only U.S. Federal and state income taxes during this period.  At the end of the tax year, a tax reconciliation shall be performed by the Company’s tax advisor and the Company’s tax advisor shall assist in the filing of Executive’s U.S. Federal, state and Host country income tax returns, the cost of which shall be borne by the Company.

(vii) In the event Executive is terminated by the Company without Cause, terminated by Executive for Good Reason or dies while employed by the Company in the Host Country, the Company shall reimburse Executive (or Executive’s beneficiaries) for the repatriation to the United States of Executive and Executive’s immediate family members sharing the same household with Executive. 

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

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

(b) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, the Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) any unpaid salary accrued through the date of such termination, (ii) any bonus payable based on actual performance, but only if such termination occurs during the third or fourth quarter of the Company’s fiscal year, such bonus to be prorated and paid in accordance with Company policy (with such prorated bonus paid no later than the March 15th immediately following the end of the fiscal year in which such prorated bonus was earned), (iii) any unpaid expenses which shall have been incurred as of the date of such termination and (iv) to the extent provided in any benefit plan in which the Executive has participated, any plan benefits which by their terms extend beyond termination of the Executive’s employment.  Notwithstanding the foregoing, if the Employment Period ends on account of a Termination for Cause, the Executive shall not be entitled to any unpaid bonus accrued through the date of such termination.

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

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

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

(f) Notwithstanding the foregoing provisions of this Section 4, in the event of a Change in Control (as defined in Appendix A hereto), the employment of the Executive hereunder shall not be terminated by the Company or any successor to the Company within two years following such Change in Control unless the Executive receives written notice of such termination from the Company or such successor at least 30 days prior to the date of such termination.  In addition, the Executive agrees that she shall not terminate her employment hereunder, other than for Good Reason, within one year following a Change in Control unless the Company or any successor to the Company receives written notice of such termination from the Executive at least six months prior to the date of such termination. In the event of a termination of employment by the Company or its successor other than a Termination for Cause, a Termination for Disability or due to the Executive’s death (in which case the provisions of Section 4(c), 4(d) or 4(e), as the case may be, shall apply), within two years following a Change in Control, or in the event that the Executive terminates her employment hereunder for Good Reason (as defined in Section 4(h) hereof) within two years following a Change in Control:

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

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

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

(iv) for a period of two and one-half (2½) years commencing on the date of termination, the Company shall continue to keep in full force and effect all policies of medical, disability and life insurance with respect to the Executive and her dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the date of termination or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the date of termination, with the Company-paid portion of the insurance premiums to be paid directly to Executive on a monthly basis; and

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

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(g) For purposes of this Agreement “Good Reason” shall mean (x) a reduction by the Company in the Executive’s rate of annual salary in effect immediately prior to the Change in Control, (y) a material reduction in any benefit afforded to the Executive pursuant to any benefit plan of the Company in effect immediately prior to the Change in Control, unless all comparable executives of the Company suffer a substantially similar reduction or (z) the relocation of the Executive’s office to a location more than 60 miles from her current office.   Notwithstanding the foregoing or any other provision in this Agreement to the contrary, any assertion by Executive of a Good Reason termination shall not be effective unless all of the following conditions are satisfied:  (i)  the conditions described in the preceding sentence giving rise to Executive’s termination of employment must have arisen without Executive’s written consent; (ii)     Executive must provide written notice to the Company of such condition and Executive’s intent to terminate employment within 90 days after the initial existence of the condition; and (iii) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company.

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

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(i) If the Employment Period ends solely on account of the expiration of the term of this Agreement pursuant to Section 1 hereof and not for any other reason set forth in this Section 4, the Executive shall, subject to Section 4(k) hereof, be entitled to receive the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) at the times such amounts would otherwise have been paid, and the medical and life insurance benefits the Executive and her dependents otherwise would have received, had the Employment Period remained in effect for one year following the date of such termination.  It is expressly understood that the Company’s payment obligations under this Section 4(j) shall cease in the event the Executive shall breach any provision of Section 5 or Section 6 hereof. 

(j) Notwithstanding any other provision of this Agreement, if on the date that the Employment Period ends, (i) the Company is a publicly traded corporation and (ii) the Company determines that the Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent that any amount payable under this Agreement (A) is payable as a result of the Executive’s separation from service, (B) constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code and (C) under the terms of this Agreement would be payable prior to the six-month anniversary of the date on which the Employment Period ends, such payment shall be delayed until the earlier of (1) the six-month anniversary of the date on which the Employment Period ends and (2) the death of the Executive. Further, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation within the meaning of Section 409A, then each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years.  Notwithstanding the requirement of Section 4(g)(i) hereof that payments to the Executive thereunder be made in a lump sum, if a Change in Control within the meaning of this Agreement does not constitute a “change in control event” within the meaning of Section 409A of the Code, the amounts payable pursuant to Section 4(g)(i) hereof shall be paid to the Executive, but with respect to the timing thereof, such payments shall be made in the installments, and during the period, described in Section 4(f) hereof. Each amount payable under this Agreement as a result of the separation of the Executive’s service shall constitute a “separately identified amount” within the meaning of Treasury Regulation §1.409A-2(b)(2). This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code (“409A Penalties”). In the event the terms of this Agreement would subject the Executive to 409A Penalties, the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. Any reimbursement (including any advancement) payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within 30 days following receipt of such

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expense reports (or invoices), but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year.  The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.  Any tax equalization payments under Section 3 of this Agreement shall also be subject to the requirements of U.S. Treasury Regulation §1.409A-3(i)(1)(v).  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A of the Code.

(k) Executive’s execution and non-revocation of a complete and general release of any and all of her potential claims (other than for benefits and payments described in this Agreement or any other vested benefits with the Company and/or its affiliates) against the Company, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Company or its affiliates and/or successors, is an express condition of Executive’s right to receive termination payments and benefits under this Agreement.  Executive shall be required to execute within 45 days after Executive’s termination of employment a customary general waiver and release agreement which documents the release required under this Section 4(l).

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5. Confidential Information.  The Executive acknowledges that the information, observations and data obtained by her while employed by the Company pursuant to this Agreement, as well as those obtained by her while employed by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement, concerning the business or affairs of the Company or any of its subsidiaries or affiliates or any predecessor thereof (“Confidential Information”) are the property of the Company or such subsidiary or affiliate.  Therefore, the Executive agrees that she shall not disclose to any unauthorized person or use for her own account any Confidential Information without the prior written consent of the Company CEO unless and except to the extent that such Confidential Information becomes generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act.  The Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company or any of its subsidiaries or affiliates which she may then possess or have under her control.   The Executive understands that nothing contained in this Agreement limits Executive’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”). The Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in this Agreement shall limit Executive’s ability under applicable U.S. Federal law to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

6. Noncompetition; Nonsolicitation.   The Executive acknowledges that in the course of her employment with the Company pursuant to this Agreement she will become familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that her services will be of special, unique and extraordinary value to the Company.

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

(b) The Executive further agrees that during the Noncompetition Period she shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates.

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

(d) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

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7. Enforcement.  Because the services of the Executive are unique and the Executive has access to confidential information of the Company, the parties hereto agree that the Company would be damaged irreparably in the event any provision of Section 5 or Section 6 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Company or its successors or assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).

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

9. Notices.  Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to the Executive, to her last known address shown on the payroll records of the Company, and if to the Company, to AptarGroup, Inc., 265 Exchange Drive, Suite 100, Crystal Lake, Illinois 60014, attention: Chief Executive Officer or (b) to such other address as either party shall have furnished to the other in accordance with this Section 9.

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

11. Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.   This Agreement shall also apply to Executive’s services rendered in China or for China subsidiaries and shall prevail over any inconsistent/conflicting provisions under any local Chinese labor contract if signed by the Executive with any China subsidiary.  The Executive shall refrain from taking any actions or seeking any remedies under Chinese laws or local Chinese labor contract, which shall be deemed as a material breach of this Agreement.

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

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

14. Amendment and Waiver.  The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

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

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

17.No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

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

[signatures follow]

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APTARGROUP, INC.
	By:	/s/ Stephan B. Tanda_________
	Name:	Stephan B. Tanda
	Title:	President and Chief Executive Officer
EXECUTIVE:
		/s/ Xiangwei Gong
		Xiangwei Gong

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Appendix A to
Employment Agreement

DEFINITION OF CHANGE IN CONTROL

“Change in Control” means:

(1)the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of more than 50% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (i), (ii) and (iii) of subsection (3) of this Appendix A shall be satisfied; and provided further that, for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of more than 50% of the Outstanding Company Common Stock or more than 50% of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

(2)individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board;  

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(3)consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and 50% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger or consolidation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such reorganization, merger or consolidation, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of such corporation or more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation; or

(4)consummation of (i) a plan of complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, immediately after such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock thereof and 50% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock thereof or more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephan B. Tanda, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):

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

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

Date:	August 1, 2019
By:	/s/ STEPHAN B. TANDA
	Stephan B. Tanda
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert W. Kuhn, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):

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

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

Date:	August 1, 2019
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, Stephan B. Tanda, president and chief executive officer of AptarGroup, Inc., certify that (i) the Quarterly Report on Form 10-Q of AptarGroup, Inc. for the quarter ended June  30, 2019 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of AptarGroup, Inc.

By:	/s/ STEPHAN B. TANDA
	Stephan B. Tanda
	President and Chief Executive Officer
	August 1, 2019

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 and chief financial officer and secretary of AptarGroup, Inc., certify that (i) the Quarterly Report on Form 10-Q of AptarGroup, Inc. for the quarter ended June  30, 2019 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of AptarGroup, Inc.

By:	/s/ ROBERT W. KUHN
	Robert W. Kuhn
	Executive Vice President,
	Chief Financial Officer and Secretary
	August 1, 2019

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Jul. 25, 2019
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2019
Entity File Number	1-11846
Entity Registrant Name	APTARGROUP INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3853103
Entity Address, Address Line One	265 EXCHANGE DRIVE
Entity Address, Address Line Two	SUITE 100
Entity Address, City or Town	CRYSTAL LAKE
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60014
City Area Code	815
Local Phone Number	477-0424
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	ATR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		64,041,237
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000896622
Amendment Flag	false

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Net sales	$ 742,661	$ 710,608	$ 1,487,121	$ 1,413,958
Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	469,441	464,244	938,573	920,066
Selling, research & development and administrative	113,752	107,111	234,967	219,572
Depreciation and amortization	47,867	40,101	95,356	81,276
Restructuring initiatives	1,737	18,214	11,267	24,150
Total Operating Expenses	632,797	629,670	1,280,163	1,245,064
Operating Income	109,864	80,938	206,958	168,894
Other (Expense) Income:
Interest expense	(8,756)	(7,964)	(17,970)	(16,019)
Interest income	1,033	2,521	2,781	4,769
Equity in results of affiliates	9	(20)	(86)	(85)
Miscellaneous, net	(49)	(577)	417	(1,444)
Total Other Income (Expense)	(7,763)	(6,040)	(14,858)	(12,779)
Income before Income Taxes	102,101	74,898	192,100	156,115
Provision for Income Taxes	28,180	19,117	55,180	41,046
Net Income	73,921	55,781	136,920	115,069
Net (Income) Loss Attributable to Noncontrolling Interests	(6)	(6)	(1)	6
Net Income Attributable to AptarGroup, Inc.	$ 73,915	$ 55,775	$ 136,919	$ 115,075
Net Income Attributable to AptarGroup, Inc. Per Common Share:
Basic (in dollars per share)	$ 1.16	$ 0.89	$ 2.17	$ 1.85
Diluted (in dollars per share)	$ 1.12	$ 0.86	$ 2.08	$ 1.78
Average number of shares outstanding:
Basic (in shares)	63,471	62,402	63,219	62,266
Diluted (in shares)	66,232	64,850	65,842	64,640
Dividends per Common Share (in dollars per share)	$ 0.36	$ 0.32	$ 0.70	$ 0.64

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income	$ 73,921	$ 55,781	$ 136,920	$ 115,069
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	9,414	(66,223)	(197)	(43,288)
Changes in treasury locks, net of tax		7		14
Gain (loss) on derivatives, net of tax	(479)	1,866	(872)	2,212
Defined benefit pension plan, net of tax
Amortization of prior service cost included in net income, net of tax	83	92	167	188
Amortization of net loss included in net income, net of tax	633	1,251	1,270	2,511
Total defined benefit pension plan, net of tax	716	1,343	1,437	2,699
Total other comprehensive income (loss)	9,651	(63,007)	368	(38,363)
Comprehensive Income	83,572	(7,226)	137,288	76,706
Comprehensive (Income) Loss Attributable to Noncontrolling Interests	2	10	(1)	11
Comprehensive Income Attributable to AptarGroup, Inc.	$ 83,574	$ (7,216)	$ 137,287	$ 76,717

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and equivalents	$ 302,950	$ 261,823
Accounts and notes receivable, less allowance for doubtful accounts of $3,391 in 2019 and $3,541 in 2018	599,597	569,630
Inventories	399,319	381,110
Prepaid and other	116,675	118,245
Total Current Assets	1,418,541	1,330,808
Property, Plant and Equipment:
Buildings and improvements	486,899	453,572
Machinery and equipment	2,459,341	2,368,332
Property, Plant and Equipment, Gross	2,946,240	2,821,904
Less: Accumulated depreciation	(1,920,068)	(1,855,810)
Property, Plant and Equipment, Net	1,026,172	966,094
Land	25,363	25,519
Total Property, Plant and Equipment	1,051,535	991,613
Other Assets:
Investments in equity securities	8,841	25,448
Goodwill	737,422	712,095
Intangible assets	261,350	254,904
Operating lease right-of-use assets	76,996
Miscellaneous	34,031	62,867
Total Other Assets	1,118,640	1,055,314
Total Assets	3,588,716	3,377,735
Current Liabilities:
Notes payable, including revolving credit facilities	57,663	101,293
Current maturities of long-term obligations, net of unamortized debt issuance costs	64,941	62,678
Accounts payable and accrued liabilities	548,330	525,199
Total Current Liabilities	670,934	689,170
Long-term obligations, net of unamortized debt issuance costs	1,148,261	1,125,993
Deferred Liabilities and Other:
Deferred income taxes	32,433	53,917
Retirement and deferred compensation plans	66,459	62,319
Operating lease liabilities	59,192
Deferred and other non-current liabilities	30,015	23,465
Commitments and contingencies
Total Deferred Liabilities and Other	188,099	139,701
AptarGroup, Inc. stockholders' equity
Common stock, $.01 par value, 199 million shares authorized, 68.3 and 67.3 million shares issued as of June 30, 2019 and December 31, 2018, respectively	683	673
Capital in excess of par value	743,332	678,769
Retained earnings	1,464,607	1,371,826
Accumulated other comprehensive (loss)	(310,136)	(310,504)
Less treasury stock at cost, 4.3 and 4.4 million shares as of June 30, 2019 and December 31, 2018, respectively	(317,380)	(318,208)
Total AptarGroup, Inc. Stockholders' Equity	1,581,106	1,422,556
Noncontrolling interests in subsidiaries	316	315
Total Stockholders' Equity	1,581,422	1,422,871
Total Liabilities and Stockholders' Equity	$ 3,588,716	$ 3,377,735

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands, shares in Millions	Jun. 30, 2019	Dec. 31, 2018
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts and notes receivable, allowance for doubtful accounts (in dollars)	$ 3,391	$ 3,541
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	199.0	199.0
Common stock, shares issued	68.3	67.3
Treasury stock, shares	4.3	4.4

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Common Stock Par Value	Treasury Stock	Capital in Excess of Par Value	Non-Controlling Interest	Total
Balance at Dec. 31, 2017	$ 1,301,147	$ (253,302)	$ 667	$ (346,245)	$ 609,471	$ 310	$ 1,312,048
Increase (Decrease) in Stockholders' Equity
Net Income	115,075					(6)	115,069
Adoption of accounting standards | Accounting Standards Update 2014-09	2,937						2,937
Foreign currency translation adjustments		(43,283)				(5)	(43,288)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		2,699					2,699
Changes in treasury locks, net of tax		14					14
Changes in derivative gains (losses), net of tax		2,212					2,212
Stock awards and option exercises			7	13,872	43,444		57,323
Cash dividends declared on common stock	(39,810)						(39,810)
Treasury stock purchased				(3,905)			(3,905)
Common stock repurchased and retired	(51,315)		(6)		(6,466)		(57,787)
Balance at Jun. 30, 2018	1,328,034	(291,660)	668	(336,278)	646,449	299	1,347,512
Balance at Mar. 31, 2018	1,332,218	(228,669)	671	(337,976)	638,223	309	1,404,776
Increase (Decrease) in Stockholders' Equity
Net Income	55,775					6	55,781
Foreign currency translation adjustments		(66,207)				(16)	(66,223)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		1,343					1,343
Changes in treasury locks, net of tax		7					7
Changes in derivative gains (losses), net of tax		1,866					1,866
Stock awards and option exercises			2	1,698	13,232		14,932
Cash dividends declared on common stock	(19,980)						(19,980)
Treasury stock purchased							(45,000)
Common stock repurchased and retired	(39,979)		(5)		(5,006)		(44,990)
Balance at Jun. 30, 2018	1,328,034	(291,660)	668	(336,278)	646,449	299	1,347,512
Balance at Dec. 31, 2018	1,371,826	(310,504)	673	(318,208)	678,769	315	1,422,871
Increase (Decrease) in Stockholders' Equity
Net Income	136,919					1	136,920
Foreign currency translation adjustments		(197)					(197)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		1,437					1,437
Changes in derivative gains (losses), net of tax		(872)					(872)
Stock awards and option exercises			10	19,924	64,563		84,497
Cash dividends declared on common stock	(44,138)						(44,138)
Treasury stock purchased				(19,096)			(19,096)
Balance at Jun. 30, 2019	1,464,607	(310,136)	683	(317,380)	743,332	316	1,581,422
Balance at Mar. 31, 2019	1,413,453	(319,795)	676	(327,871)	700,933	318	1,467,714
Increase (Decrease) in Stockholders' Equity
Net Income	73,915					6	73,921
Foreign currency translation adjustments		9,422				(8)	9,414
Changes in unrecognized pension gains (losses) and related amortization, net of tax		716					716
Changes in derivative gains (losses), net of tax		(479)					(479)
Stock awards and option exercises			7	14,587	42,399		56,993
Cash dividends declared on common stock	(22,761)						(22,761)
Treasury stock purchased				(4,096)			(4,096)
Balance at Jun. 30, 2019	$ 1,464,607	$ (310,136)	$ 683	$ (317,380)	$ 743,332	$ 316	$ 1,581,422

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from Operating Activities:
Net income	$ 136,920	$ 115,069
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	82,968	75,703
Amortization	12,388	5,573
Stock based compensation	12,978	10,903
Provision for (recovery of) doubtful accounts	312	196
(Gain) loss on disposition of fixed assets	368	(1,036)
Deferred income taxes	679	(4,027)
Defined benefit plan expense	7,699	9,688
Equity in results of affiliates	86	85
Changes in balance sheet items, excluding effects from acquisitions and foreign currency adjustments:
Accounts and other receivables	(28,772)	(92,388)
Inventories	(18,503)	(30,787)
Prepaid and other current assets	546	4,038
Accounts payable and accrued liabilities	14,590	61,727
Income taxes payable	1,840	10,541
Retirement and deferred compensation plan liabilities	(4,652)	(3,356)
Other changes, net	1,693	(7,420)
Net Cash Provided by Operations	221,140	154,509
Cash Flows from Investing Activities:
Capital expenditures	(124,774)	(91,753)
Proceeds from sale of property, plant and equipment	1,082	3,961
Insurance proceeds		10,631
Acquisition of business, net of cash acquired	(49,131)	(3,510)
Acquisition of intangible assets	(602)	(124)
Investment in equity securities		(10,000)
Proceeds from sale of investment in equity securities	16,487
Notes receivable, net	(220)	109
Net Cash Used by Investing Activities	(157,158)	(90,686)
Cash Flows from Financing Activities:
Proceeds from notes payable	31,022	8,815
Repayments of notes payable	(35,490)	(5,256)
Proceeds and repayments of short term credit facility, net	(38,685)
Proceeds from long-term obligations	10,446	4,617
Repayments of long-term obligations	(6,546)	(5,403)
Dividends paid	(44,138)	(39,810)
Proceeds from stock option exercises	70,712	46,420
Purchase of treasury stock	(19,096)	(3,905)
Common stock repurchased and retired		(57,787)
Net Cash Provided (Used) by Financing Activities	(31,775)	(52,309)
Effect of Exchange Rate Changes on Cash	3,920	(6,063)
Net Increase (Decrease) in Cash and Equivalents and Restricted Cash	36,127	5,451
Cash and Equivalents and Restricted Cash at Beginning of Period	266,823	712,640
Cash and Equivalents and Restricted Cash at End of Period	$ 302,950	$ 718,091

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup”, “Aptar”, “Company”, “we”, “us” or “our” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements (the “Condensed Consolidated Financial Statements”) include all normal recurring adjustments necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. Also, certain financial position data included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

During the quarter ended June 30, 2018, primarily based on published estimates, which indicate that Argentina's three-year cumulative inflation rate has exceeded 100%, we concluded that Argentina has become a highly inflationary economy. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Local currency monetary assets and liabilities have been remeasured into U.S. dollars using exchange rates as of the latest balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in net earnings. Our Argentinian operations contributed less than 2% of consolidated net assets and revenues at and for the six months ended June 30, 2019 and 2018.

ADOPTION OF RECENT ACCOUNTING STANDARDS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification.

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations. Most prominent among the changes in the standard is the recognition of right-of-use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases, as our accounting for finance leases remained substantially unchanged. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard on January 1, 2019 using a modified retrospective transition, with the effective date method. Under this method, financial results reported in periods prior to 2019 are not recast. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows companies to carry forward their historical lease classification. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The impact of adoption of the standard to previously reported results is shown below.

		Balance at				Balance at
		December 31,				January 1,
		2018		Adjustments		2019
Consolidated Balance Sheets
Operating lease right-of-use assets	$	—	$	83,222	$	83,222
Prepaid and other		118,245		(1,383)		116,862
Property, plant and equipment		991,613		5,876		997,489
Current maturities of long-term obligations, net of unamortized debt issuance costs		62,678		2,631		65,309
Accounts payable and accrued liabilities		525,199		20,508		545,707
Operating lease liabilities		—		61,331		61,331
Long-term obligations, net of unamortized debt issuance costs		1,125,993		3,245		1,129,238

In February 2018, the FASB issued ASU 2018-02, which provides guidance on the reclassification of certain tax effects from accumulated other comprehensive income. This guidance allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. We elected to early adopt this standard in the fourth quarter of 2018. As part of this adoption, we elected to reclassify $6.7 million of stranded income tax effects of the TCJA from accumulated other comprehensive income to retained earnings at the beginning of the fourth quarter of 2018.

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

LEASES

We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease ROU assets and operating lease liabilities are included in accounts payable and accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize right-of-use assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise).

Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability.

RETIREMENT OF COMMON STOCK

During the first six months of 2019, we repurchased 193 thousand shares of common stock, all of which were returned to treasury stock. During the first six months of 2018, we repurchased 668 thousand shares of common stock, of which 623 thousand shares were immediately retired. Common stock was reduced by the number of shares retired at $0.01 par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings.

INCOME TAXES

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

All of our non-U.S. earnings are subject to U.S. taxation, either from the transition tax enacted in the U.S. by the TCJA on accumulated non-U.S. earnings as of the end of 2017 or the global intangible low-taxed income (“GILTI”) provisions on non-U.S. earnings thereafter. We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and the global cash management goals of the Company.

We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 5 - Income Taxes for more information.

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REVENUE

6 Months Ended

Jun. 30, 2019

REVENUE.

REVENUE

NOTE 2 – REVENUE

At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, we allocate the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied (i.e., when the customer obtains control of the good or service). The majority of our revenues are derived from product and tooling sales; however, we also receive revenues from service, license, exclusivity and royalty arrangements, which collectively are not material to the quarterly and year-to-date results. Revenue by segment and geography for the three and six months ended June 30, 2019 and 2018 is as follows:

	For the Three Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	202,541	$	73,973	$	41,449	$	24,117	$	342,080
Pharma		190,654		76,042		7,078		8,165		281,939
Food + Beverage		32,336		65,160		9,211		11,935		118,642
Total	$	425,531	$	215,175	$	57,738	$	44,217	$	742,661

	For the Three Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	207,305	$	86,282	$	47,319	$	27,630	$	368,536
Pharma		183,166		43,274		6,819		7,950		241,209
Food + Beverage		30,902		46,920		8,104		14,937		100,863
Total	$	421,373	$	176,476	$	62,242	$	50,517	$	710,608

	For the Six Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	418,774	$	160,952	$	84,091	$	45,922	$	709,739
Pharma		374,828		147,814		14,734		17,264		554,640
Food + Beverage		63,297		120,280		17,095		22,070		222,742
Total	$	856,899	$	429,046	$	115,920	$	85,256	$	1,487,121

	For the Six Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	431,917	$	169,356	$	95,585	$	49,851	$	746,709
Pharma		358,841		82,370		13,064		17,061		471,336
Food + Beverage		60,713		95,135		15,867		24,198		195,913
Total	$	851,471	$	346,861	$	124,516	$	91,110	$	1,413,958

We perform our obligations under a contract with a customer by transferring goods and/or services in exchange for consideration from the customer. The timing of performance will sometimes differ from the timing of the receipt of the associated consideration from the customer, thus resulting in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer control of goods or services to a customer prior to invoicing for the related performance obligation. The contract asset is transferred to accounts receivable when the product is shipped and invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance.

The opening and closing balances of our contract asset and contract liabilities are as follows:

	Balance as of		Balance as of		Increase/
	December 31, 2018		June 30, 2019		(Decrease)
Contract asset (current)	$	15,858	$	18,561	$	2,703
Contract asset (long-term)	$	—	$	—	$	—
Contract liability (current)	$	68,134	$	64,468	$	(3,666)
Contract liability (long-term)	$	11,261	$	13,927	$	2,666

The differences in the opening and closing balances of our contract asset and contract liabilities are primarily the result of timing differences between our performance and the customer’s payment. The total amount of revenue recognized during the current year against contract liabilities is $27.9 million, including $17.5 million relating to contract liabilities at the beginning of the year.

Determining the Transaction Price

In most cases, the transaction price for each performance obligation is stated in the contract. In determining the variable amounts of consideration within the transaction price (such as volume-based customer rebates), we include an estimate of the expected amount of consideration as revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identify reasonable estimates based on this information. We apply the method consistently throughout the contract when estimating the effect of an uncertainty on the amount of variable consideration to which we will be entitled.

Product Sales

We primarily manufacture and sell dispensing, sealing and active packaging solutions. The amount of consideration is typically fixed for such customers. At the time of delivery, the customer is invoiced the agreed-upon price. Revenue from product sales is typically recognized upon manufacture or shipment, when control of the goods transfers to the customer.

To determine when the control transfers, we typically assess, among other things, the shipping terms of the contract, shipping being one of the indicators of transfer of control. A majority of product sales are sold FOB shipping point. For FOB shipping point shipments, control of the goods transfers to the customer at the time of shipment of the goods. Therefore, our performance obligation is satisfied at the time of shipment. We have elected to account for shipping and handling costs that occur after the customer has obtained control of a good as fulfillment costs rather than as a promised service. We do not have any material significant payment terms as payment is typically received shortly after the point of sale.

There also exist instances where we manufacture highly customized products that have no alternative use to us and for which we have an enforceable right to payment for performance completed to date. For these products, we transfer control and recognize revenue over time by measuring progress towards completion using the Output Method based on the number of products produced. As we normally make our products to a customer’s order, the time between production and shipment of our products is typically within a few weeks.

As a part of our customary business practice, we offer a standard warranty that the products will materially comply with the technical specifications and will be free from material defects. Because such warranties are not sold separately, do not provide for any service beyond a guarantee of a product’s initial specifications, and are not required by law, there is no revenue deferral for these types of warranties.

Tooling Sales

We also build or contract to build molds and other tools (collectively defined as “tooling”) necessary to produce our products. As with product sales, we recognize revenue when control of the tool transfers to the customer. If the tooling is highly customized with no alternative use to us and we have an enforceable right to payment for performance completed to date, we transfer control and recognize revenue over time by measuring progress towards completion using the Input Method based on costs incurred relative to total estimated costs to completion. Otherwise, revenue for the tooling is recognized at the point in time when the customer approves the tool. We do not have any material significant payment terms as payment is typically either received during the mold-build process or shortly after completion.

In certain instances, we offer extended warranties on tools sold to our customers above and beyond the normal standard warranties. We normally receive payment at the inception of the contract and recognize revenue over the term of the contract. At December 31, 2018, $758 thousand of unearned revenue associated with outstanding contracts was reported in Accounts Payable and Other Liabilities. At June 30, 2019, the unearned amount was $590 thousand. We expect to recognize approximately $136 thousand of the unearned amount during the remainder of 2019, $270 thousand in 2020, and $184 thousand thereafter.

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INVENTORIES

6 Months Ended

Jun. 30, 2019

INVENTORIES

INVENTORIES

NOTE 3 - INVENTORIES

Inventories, by component, consisted of:

	June 30,		December 31,
	2019		2018
Raw materials	$	118,311	$	110,720
Work in process		134,468		131,091
Finished goods		146,540		139,299
Total	$	399,319	$	381,110

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2019

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by reporting segment since December 31, 2018 are as follows:

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other		Total
Goodwill	$	223,933	$	359,883	$	128,279	$	1,615	$	713,710
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of December 31, 2018	$	223,933	$	359,883	$	128,279	$	—	$	712,095
Acquisition		—		27,839		—		—		27,839
Foreign currency exchange effects		(633)		(1,835)		(44)		—		(2,512)
Goodwill	$	223,300	$	385,887	$	128,235	$	1,615	$	739,037
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of June 30, 2019	$	223,300	$	385,887	$	128,235	$	—	$	737,422

The table below shows a summary of intangible assets as of June 30, 2019 and December 31, 2018.

		June 30, 2019							December 31, 2018
Weighted Average		Gross						Gross
Amortization Period		Carrying		Accumulated		Net		Carrying		Accumulated		Net
	(Years)	Amount		Amortization		Value		Amount		Amortization		Value
Amortized intangible assets:
Patents	2.7	$	5,958		(4,826)	$	1,132	$	5,427	$	(5,294)	$	133
Acquired technology	13.4		95,550		(21,827)		73,723		92,389		(18,304)		74,085
Customer relationships	13.9		191,182		(26,396)		164,786		179,597		(20,439)		159,158
Trademarks and trade names	7.4		23,515		(8,767)		14,748		21,243		(5,914)		15,329
License agreements and other	11.0		15,175		(8,214)		6,961		13,852		(7,653)		6,199
Total intangible assets	13.0	$	331,380	$	(70,030)	$	261,350	$	312,508	$	(57,604)	$	254,904

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2019 and 2018 was $6,386 and $2,754, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2019 and 2018 was $12,388 and $5,573, respectively.

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

2019	$	13,897	(remaining estimated amortization for 2019)
2020		25,062
2021		24,255
2022		23,977
2023 and thereafter		174,159

Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of June 30, 2019.

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INCOME TAXES

6 Months Ended

Jun. 30, 2019

INCOME TAXES

INCOME TAXES

NOTE 5 – INCOME TAXES

The effective tax rate for the three months ended June 30, 2019 of 27.6% was favorably impacted by net tax benefits of $2.9 million from discrete events. This consisted of a $9.1 million benefit from the excess tax benefits from employee stock-based compensation offset by, among other items, a $6.3 million charge to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the three months ended June 30, 2018 was 25.5%, reflecting a $3.5 million benefit related to the TCJA and a $1.7 million discrete favorable impact from the excess tax benefits from employee stock-based compensation.

The effective tax rate for the six months ended June 30, 2019 of 28.7% was favorably impacted by net tax benefits of $4.1 million from discrete events. This consisted of a favorable impact of $11.6 million from the excess tax benefits from employee stock-based compensation offset by, among other items, a $7.0 million charge recognized to record a valuation allowance to properly reflect the realization of recorded deferred tax assets. The effective tax rate for the six months ended June 30, 2018 of 26.3% was favorably impacted by $9.5 million from discrete items. This included a favorable impact of $6.0 million from the excess tax benefits from employee stock-based compensation and a $3.5 million benefit related to the TCJA.

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DEBT

6 Months Ended

Jun. 30, 2019

DEBT

DEBT

NOTE 6 – DEBT

We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. At June 30, 2019, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 11.00%, due in monthly and annual installments through 2028	$	22,328	$	—	$	22,328
Senior unsecured notes 3.2%, due in 2022		75,000		76		74,924
Senior unsecured debts 4.1% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		466		223,534
Senior unsecured notes 3.5%, due in 2023		125,000		162		124,838
Senior unsecured notes 1.0%, due in 2023		113,715		385		113,330
Senior unsecured notes 3.4%, due in 2024		50,000		70		49,930
Senior unsecured notes 3.5%, due in 2024		100,000		162		99,838
Senior unsecured notes 1.2%, due in 2024		227,430		823		226,607
Senior unsecured notes 3.6%, due in 2025		125,000		193		124,807
Senior unsecured notes 3.6%, due in 2026		125,000		192		124,808
Finance Lease Liabilities		28,258		—		28,258
	$	1,215,731	$	2,529	$	1,213,202
Current maturities of long-term obligations		(64,941)		—		(64,941)
Total long-term obligations	$	1,150,790	$	2,529	$	1,148,261

At December 31, 2018, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028	$	15,531	$	—	$	15,531
Senior unsecured notes 3.2%, due in 2022		75,000		88		74,912
Senior unsecured debts 4.0% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		541		223,459
Senior unsecured notes 3.5%, due in 2023		125,000		181		124,819
Senior unsecured notes 1.0%, due in 2023		114,535		432		114,103
Senior unsecured notes 3.4%, due in 2024		50,000		76		49,924
Senior unsecured notes 3.5%, due in 2024		100,000		181		99,819
Senior unsecured notes 1.2%, due in 2024		229,070		904		228,166
Senior unsecured notes 3.6%, due in 2025		125,000		207		124,793
Senior unsecured notes 3.6%, due in 2026		125,000		208		124,792
Capital lease obligations		8,353		—		8,353
	$	1,191,489	$	2,818	$	1,188,671
Current maturities of long-term obligations		(62,678)		—		(62,678)
Total long-term obligations	$	1,128,811	$	2,818	$	1,125,993

Aggregate long-term maturities, excluding finance lease liabilities, due annually from the current balance sheet date for the next five years are $60,846, $62,141, $60,833, $134,848, $340,847 and $527,958 thereafter.

We also maintain a multi-currency revolving credit facility with two tranches, providing for unsecured financing of up to $300 million that is available in the U.S. and up to €150 million that is available to our wholly-owned UK subsidiary. Each borrowing under the 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 credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. The December 31, 2018 outstanding balance of €69.0 million on the euro-based revolving credit facility was paid in the first quarter of 2019.  €35.0 million was utilized as of June 30, 2019. Credit facility balances are included in notes payable, including revolving credit facilities on the Condensed Consolidated Balance Sheet.

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

	Requirement	Level at June 30, 2019
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	1.85 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	15.31 to 1.00

(1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements.

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LEASE COMMITMENTS

6 Months Ended

Jun. 30, 2019

LEASE COMMITMENTS

LEASE COMMITMENTS

NOTE 7 – LEASE COMMITMENTS

We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating and finance leases expiring at various dates through the year 2028. Most of the operating leases contain renewal options and certain leases include options to purchase the related asset during or at the end of the lease term.

Amortization expense related to finance leases is included in depreciation expense while rent expense related to operating leases is included within cost of sales and selling research & development and administrative expenses (“SG&A”). Rent expense related to operating leases (including taxes, insurance and maintenance when included in the rent) amounted to $7.8 million and $15.9 million in the three and six months ended June 30, 2018, respectively, under the old lease accounting standard.

The components of lease expense for the current period were as follows:

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Operating lease cost	$	5,437	$	11,441
Finance lease cost:
Amortization of right-of-use assets	$	1,004	$	1,876
Interest on lease liabilities		325		640
Total finance lease cost	$	1,329	$	2,516
Short-term lease and variable lease costs	$	2,328	$	4,270

Supplemental cash flow information related to leases was as follows:

Six Months Ended June 30,	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,249
Operating cash flows from finance leases		534
Financing cash flows from finance leases		2,294
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	9,512
Finance leases		11,622

Supplemental balance sheet information related to leases was as follows:

	June 30, 2019
Operating Leases
Operating lease right-of-use assets	$	76,996
Accounts payable and accrued liabilities	$	16,727
Operating lease liabilities		59,192
Total operating lease liabilities	$	75,919
Finance Leases
Property, plant and equipment, gross	$	43,117
Accumulated depreciation		(2,088)
Property, plant and equipment, net	$	41,029
Current maturities of long-term obligations, net of unamortized debt issuance cost	$	4,095
Long-term obligations, net of unamortized debt issuance cost		24,163
Total finance lease liabilities	$	28,258
Weighted Average Remaining Lease Term (in years)
Operating leases		6.1
Finance leases		7.1
Weighted Average Discount Rate
Operating leases		5.12	%
Finance leases		5.38	%

Maturities of lease liabilities as of June 30, 2019, were as follows:

	Operating		Finance
	Leases		Leases
Year 1	$	20,140	$	5,504
Year 2		16,800		4,592
Year 3		12,248		3,850
Year 4		9,520		2,854
Year 5		7,232		2,379
Thereafter		23,673		17,434
Total lease payments		89,613		36,613
Less imputed interest		(13,694)		(8,355)
Total	$	75,919	$	28,258

Maturities of lease liabilities as of December 31, 2018 under the old lease accounting standard were as follows:

	Operating		Capital
	Leases		Leases
Year 1	$	26,512	$	1,828
Year 2		21,386		1,653
Year 3		16,529		1,546
Year 4		12,549		1,160
Year 5		10,225		880
Thereafter		21,932		3,827
Total lease payments	$	109,133		10,894
Less imputed interest				(2,541)
Present value of future lease payments			$	8,353

As of June 30, 2019, we have additional operating and finance leases, primarily for buildings, that have not yet commenced of $4.0 million. These operating and finance leases will commence in years 2019 and 2020 with lease terms of 3 to 10 years.

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RETIREMENT AND DEFERRED COMPENSATION PLANS

6 Months Ended

Jun. 30, 2019

RETIREMENT AND DEFERRED COMPENSATION PLANS

RETIREMENT AND DEFERRED COMPENSATION PLANS

NOTE 8 – RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

	Domestic Plans				Foreign Plans
Three Months Ended June 30,	2019		2018		2019		2018
Service cost	$	2,775	$	2,844	$	1,445	$	1,491
Interest cost		1,846		1,706		495		457
Expected return on plan assets		(3,095)		(2,792)		(586)		(658)
Amortization of net loss		489		1,210		359		433
Amortization of prior service cost		—		—		113		125
Net periodic benefit cost	$	2,015	$	2,968	$	1,826	$	1,848

	Domestic Plans				Foreign Plans
Six Months Ended June 30,	2019		2018		2019		2018
Service cost	$	5,548	$	5,693	$	2,905	$	3,022
Interest cost		3,691		3,426		996		929
Expected return on plan assets		(6,189)		(5,606)		(1,178)		(1,337)
Amortization of net loss		978		2,428		722		879
Amortization of prior service cost		—		—		226		254
Net periodic benefit cost	$	4,028	$	5,941	$	3,671	$	3,747

The components of net periodic benefit cost, other than the service cost component, are included in the line “Miscellaneous, net” in the income statement.

EMPLOYER CONTRIBUTIONS

Although we have no minimum funding requirement, we contributed $365 thousand to our domestic defined benefit plans during the six months ended June 30, 2019 and do not expect additional significant contributions during 2019. We expect to contribute approximately $4.3 million to our foreign defined benefit plans in 2019, and as of June 30, 2019, we have contributed approximately $1.1 million of that amount.

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ACCUMULATED OTHER COMPREHENSIVE INCOME

6 Months Ended

Jun. 30, 2019

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOME

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive (Loss) Income by Component:

	Foreign		Defined Benefit
	Currency		Pension Plans		Derivatives		Total
Balance - December 31, 2017	$	(185,503)	$	(64,595)	$	(3,204)	$	(253,302)
Other comprehensive (loss) income before reclassifications		(43,283)		—		10,794		(32,489)
Amounts reclassified from accumulated other comprehensive income (loss)		—		2,699		(8,568)		(5,869)
Net current-period other comprehensive (loss) income		(43,283)		2,699		2,226		(38,358)
Balance - June 30, 2018	$	(228,786)	$	(61,896)	$	(978)	$	(291,660)
Balance - December 31, 2018	$	(248,401)	$	(60,463)	$	(1,640)	$	(310,504)
Other comprehensive (loss) income before reclassifications		(197)		—		3,727		3,530
Amounts reclassified from accumulated other comprehensive income (loss)		—		1,437		(4,599)		(3,162)
Net current-period other comprehensive (loss) income		(197)		1,437		(872)		368
Balance - June 30, 2019	$	(248,598)	$	(59,026)	$	(2,512)	$	(310,136)

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:

	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Three Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	848	$	1,643	(1)
Amortization of prior service cost		113		125	(1)
		961		1,768	Total before tax
		(245)		(425)	Tax benefit
	$	716	$	1,343	Net of tax
Derivatives
Changes in treasury locks	$	—	$	11	Interest Expense
Changes in cross currency swap: interest component		(1,552)		(1,468)	Interest Expense
Changes in cross currency swap: foreign exchange component		3,084		(14,969)	Miscellaneous, net
		1,532		(16,426)	Total before tax
		—		2,790	Tax benefit
	$	1,532	$	(13,636)	Net of tax
Total reclassifications for the period	$	2,248	$	(12,293)

	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Six Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	1,700	$	3,307	(1)
Amortization of prior service cost		226		254	(1)
		1,926		3,561	Total before tax
		(489)		(862)	Tax benefit
	$	1,437	$	2,699	Net of tax
Derivatives
Changes in treasury locks	$	—	$	22	Interest Expense
Changes in cross currency swap: interest component		(3,006)		(2,487)	Interest Expense
Changes in cross currency swap: foreign exchange component		(1,593)		(7,853)	Miscellaneous, net
		(4,599)		(10,318)	Total before tax
		—		1,750	Tax benefit
	$	(4,599)	$	(8,568)	Net of tax
Total reclassifications for the period	$	(3,162)	$	(5,869)

(1) 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

6 Months Ended

Jun. 30, 2019

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We maintain a foreign exchange risk management policy designed to establish a framework to protect the value of our non-functional denominated transactions from adverse changes in exchange rates. Sales of our 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 our results of operations. Our policy is not to engage in speculative foreign currency hedging activities, but to minimize our net foreign currency transaction exposure, defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency. We may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks.

For derivative instruments designated as hedges, we formally document 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 at inception. Quarterly thereafter, we formally assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. 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. All derivative financial instruments used as hedges are recorded at fair value in the Condensed Consolidated Balance Sheets (see Note 11 - Fair Value).

CASH FLOW HEDGE

For derivative instruments that are designated and qualify as cash flow hedges, the changes in fair values are recorded in accumulated other comprehensive loss and included in changes in derivative gain/loss. The changes in the fair values of derivatives designated as cash flow hedges are reclassified from accumulated other comprehensive loss to net income when the underlying hedged item is recognized in earnings. Cash flows from the settlement of derivative contracts designated as cash flow hedges offset cash flows from the underlying hedged items and are included in operating activities in the Condensed Consolidated Statements of Cash Flows.

During 2017, our wholly-owned UK subsidiary borrowed $280 million in term loan borrowings under a new credit facility. In order to mitigate the currency risk of U.S. dollar debt on a euro functional currency entity and to mitigate the risk of variability in interest rates, we entered into a cross currency swap in the notional amount of $280 million to effectively hedge the foreign exchange and interest rate exposure on the $280 million term loan. This EUR/USD swap agreement fixed our U.S. dollar floating-rate debt to 1.36% euro fixed-rate debt. Related to this hedge, approximately $2.5 million of loss is included in accumulated other comprehensive loss at June 30, 2019. The amount expected to be recognized into earnings during the next 12 months related to the interest component of our cross currency swap based on prevailing foreign exchange and interest rates at June 30, 2019 is $4.8 million. The amount expected to be recognized into earnings during the next 12 months related to the foreign exchange component of our cross currency swap is dependent on fluctuations in currency exchange rates. As of June 30, 2019, the fair values of the cross currency swap were a $0.1 million asset and a $0.1 million liability. The swap contract expires on July 20, 2022.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

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 foreign subsidiaries. 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. In some cases, we maintain debt in these subsidiaries to offset the net asset exposure. We do not otherwise actively manage this risk using derivative financial instruments. In the event we plan on a full or partial liquidation of any of our foreign subsidiaries where our net investment is likely to be monetized, we will consider hedging the currency exposure associated with such a transaction.

OTHER

As of June 30, 2019, we have recorded the fair value of foreign currency forward exchange contracts of $0.2 million in prepaid and other and $0.7 million in accounts payable and accrued liabilities on the balance sheet. All forward exchange contracts outstanding as of June 30, 2019 had an aggregate notional contract amount of $56.9 million.

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018

		June 30, 2019				December 31, 2018
				Derivatives				Derivatives
		Derivatives		not		Derivatives		not
		Designated		Designated		Designated		Designated
	Balance Sheet	as Hedging		as Hedging		as Hedging		as Hedging
	Location	Instruments		Instruments		Instruments		Instruments
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	—	$	157	$	—	$	259
Cross Currency Swap Contract (1)	Prepaid and other		109		—		—		—
		$	109	$	157	$	—	$	259
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	—	$	736	$	—	$	331
Cross Currency Swap Contract (1)	Accounts payable and accrued liabilities		73		—		1,040		—
		$	73	$	736	$	1,040	$	331

(1) This cross currency swap contract is composed of both an interest component and a foreign exchange component.

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Quarters Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	1,080	$	3,717	Interest expense	$	1,552	$	1,468	$	(8,756)
Foreign exchange component		(3,084)		14,969	Miscellaneous, net		(3,084)		14,969		(49)
	$	(2,004)	$	18,686		$	(1,532)	$	16,437

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Six Months Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	2,472	$	5,152	Interest expense	$	3,006	$	2,487	$	(17,970)
Foreign exchange component		1,593		7,853	Miscellaneous, net		1,593		7,853		417
	$	4,065	$	13,005		$	4,599	$	10,340

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(251)	$	972
		$	(251)	$	972

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Six Months Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(514)	$	1,113
		$	(514)	$	1,113

						Gross Amounts not Offset
			Gross Amounts	Net Amounts		in the Statement of
			Offset in the	Presented in		Financial Position
	Gross		Statement of	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
June 30, 2019
Derivative Assets	$	266	—	$	266	—	—	$	266
Total Assets	$	266	—	$	266	—	—	$	266
Derivative Liabilities	$	809	—	$	809	—	—	$	809
Total Liabilities	$	809	—	$	809	—	—	$	809
December 31, 2018
Derivative Assets	$	259	—	$	259	—	—	$	259
Total Assets	$	259	—	$	259	—	—	$	259
Derivative Liabilities	$	1,371	—	$	1,371	—	—	$	1,371
Total Liabilities	$	1,371	—	$	1,371	—	—	$	1,371

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FAIR VALUE

6 Months Ended

Jun. 30, 2019

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 June 30, 2019, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	157	$	—	$	157	$	—
Cross currency swap contract (1)		109		—		109		—
Total assets at fair value	$	266	$	—	$	266	$	—
Liabilities
Foreign exchange contracts (1)	$	736	$	—	$	736	$	—
Contingent consideration obligation		3,000		—		—		3,000
Cross currency swap contract (1)		73		—		73		—
Total liabilities at fair value	$	3,809	$	—	$	809	$	3,000

As of December 31, 2018, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	259	$	—	$	259	$	—
Total assets at fair value	$	259	$	—	$	259	$	—
Liabilities
Foreign exchange contracts (1)	$	331	$	—	$	331	$	—
Cross currency swap contract (1)		1,040		—		1,040		—
Total liabilities at fair value	$	1,371	$	—	$	1,371	$	—

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

The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instruments. We consider our long-term obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $1.1 billion as of June 30, 2019 and December 31, 2018. As discussed in Note 18 – Acquisitions, we have a contingent consideration obligation to the selling shareholders of Gateway Analytical (“Gateway”) in connection with the Gateway Acquisition (as defined herein) based on 2020 and 2022 performance targets defined by the purchase agreement. We consider this a Level 3 liability and on a quarterly basis we assess the projected results for the acquired business in comparison to the earnout targets and adjust the liability accordingly.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2019

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 our financial position, results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur and could include amounts in excess of any accruals which management has established. Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.

Under our Certificate of Incorporation, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers liability insurance policy that covers a portion of our exposure. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of June 30, 2019 and December 31, 2018.

An environmental investigation, undertaken to assess areas of possible contamination, was completed at our facility in Jundiaí, São Paulo, Brazil. The facility is primarily an internal supplier of anodized aluminum components for certain of our dispensing systems. The testing indicated that soil and groundwater in certain areas of the facility were impacted above acceptable levels established by local regulations. In March 2017, we reported the findings to the relevant environmental authority, the Environmental Company of the State of São Paulo – CETESB. Based upon our best estimate, we recorded a reserve of $1.5 million (operating expense) in the first quarter of 2017 related to this contingency. As of June 30, 2019, our outstanding reserve is $0.5 million. The ultimate loss associated with this environmental contingency is subject to the investigation and ongoing review of the CETESB. We will continue to evaluate the range of likely costs as the investigation proceeds and we have further clarity on the nature and extent of remediation that will be required. We note that the contamination, or any failure to complete any required remediation in a timely manner, could potentially result in fines or penalties.

During the quarter ended June 30, 2018, we recorded a $750 thousand accrual for a potential environmental matter at a U.S. manufacturing site. This matter was remediated and settled during the third quarter of 2018 for $239 thousand and the remaining accrual was released.

In March 2017, the Supreme Court of Brazil issued a decision that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduces our gross receipts tax in Brazil prospectively and, potentially, retrospectively. During the first quarter of 2019, we received a favorable court decision of $2.7 million for the retrospective right to recover part of our claim. This amount is recorded in cost of sales as a favorable impact of $1.7 million and $1.0 million was recognized as interest income. During the fourth quarter of 2018, we recorded an amount of $631 thousand based on the favorable court decision. If the Judicial Court grants full retrospective recovery, we estimate remaining potential recoveries of up to $10.2 million, including interest. Due to uncertainties around our remaining court recovery claims, we have not recorded any further amounts relating to the retrospective nature of this matter. However, we anticipate decisions on our remaining claims in 2019 and 2020.

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STOCK REPURCHASE PROGRAM

6 Months Ended

Jun. 30, 2019

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAM

NOTE 13 – STOCK REPURCHASE PROGRAM

On April 18, 2019, we announced a share repurchase authorization of up to $350 million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

During the three and six months ended June 30, 2019, we repurchased approximately 34 thousand and 193 thousand shares for approximately $4.1 million and $19.1 million, respectively. During the three and six months ended June 30, 2018, we repurchased approximately 480 thousand and 668 thousand shares for approximately $45.0 million and $61.7 million, respectively. As of June 30, 2019, there was $345.9 million of authorized share repurchases available to us.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2019

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 14 – STOCK-BASED COMPENSATION

Historically we have issued stock options and restricted stock units (“RSUs”), which consisted of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. Beginning in 2019, we no longer issue stock options to employees. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the 2018 Equity Incentive Plan. Previously, non-employee directors were issued stock options under a Director Stock Option Plan. Stock options were awarded with the exercise price equal to the market price on the date of grant and generally vest over three years and expire 10 years after grant.

RSUs granted to employees vest according to a specified performance period and/or vesting period. Time-based RSUs generally vest over three years. Performance-based RSUs vest at the end of the specified performance period, generally three years, assuming required performance or market vesting conditions are met. Performance-based RSUs have one of two vesting conditions: (1) based on our internal financial performance metrics and (2) based on our total shareholder return (“TSR”) relative to total shareholder returns of an industrial peer group. At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). Director RSUs are only time-based and generally vest over one year.

Compensation expense attributable to employee stock options for the first six months of 2019 was approximately $3.2 million ($2.7 million after tax). Approximately $2.7 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 attributable to stock options for the first six months of 2018 was approximately $7.1 million ($5.4 million after tax). Approximately $5.7 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales. The reduction in stock option expense is due to our move to RSUs as discussed above.

For stock option grants, we used 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 per share during the first six months of 2018. This value was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Awards Plans:
Six Months Ended June 30,	2018
Dividend Yield	1.5	%
Expected Stock Price Volatility	14.2	%
Risk-free Interest Rate	2.8	%
Expected Life of Option (years)	6.6

A summary of option activity under our stock plans during the six months ended June 30, 2019 is presented below:

	Stock Awards Plans					Director Stock Option Plans
			Weighted Average				Weighted Average
		Options	Exercise Price			Options	Exercise Price
Outstanding, January 1, 2019		6,761,055	$	65.76		155,200	$	58.13
Granted		—		—		—		—
Exercised		(1,212,250)		57.05		(14,200)		62.33
Forfeited or expired		(110,744)		65.79		—		—
Outstanding at June 30, 2019		5,438,061	$	67.72		141,000	$	57.71
Exercisable at June 30, 2019		4,632,475	$	65.35		141,000	$	57.71
Weighted-Average Remaining Contractual Term (Years):
Outstanding at June 30, 2019		5.8				3.6
Exercisable at June 30, 2019		5.3				3.6
Aggregate Intrinsic Value:
Outstanding at June 30, 2019	$	292,749			$	9,001
Exercisable at June 30, 2019	$	260,341			$	9,001
Intrinsic Value of Options Exercised During the Six Months Ended:
June 30, 2019	$	65,944			$	722
June 30, 2018	$	31,307			$	1,608

The grant date fair value of options vested during the six months ended June 30, 2019 and 2018 was $12.2 million and $16.5 million, respectively. Cash received from option exercises was approximately $70.7 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $14.9 million in the six months ended June 30, 2019. As of June 30, 2019, the remaining valuation of stock option awards to be expensed in future periods was $5.1 million and the related weighted-average period over which it is expected to be recognized is 1.2 years.

The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation. Inputs and assumptions used to calculate the fair value are shown in the table below. The fair value of these RSUs is expensed over the vesting period using the straight-line method or using the graded vesting method when an employee becomes eligible to retain the award at retirement.

Six Months Ended June 30,		2019			2018
Fair value per stock award	$	134.97		$	128.70
Grant date stock price	$	104.51		$	89.42
Assumptions:
Aptar's stock price expected volatility		16.50	%		12.30	%
Expected average volatility of peer companies		31.90	%		27.50	%
Correlation assumption		37.40	%		20.20	%
Risk-free interest rate		2.19	%		2.42	%
Dividend yield assumption		1.30	%		1.43	%

A summary of RSU activity as of June 30, 2019 and changes during the six month period then ended, is presented below:

	Time-Based RSUs			Performance-Based RSUs
		Weighted Average			Weighted Average
	Units	Grant-Date Fair Value		Units	Grant-Date Fair Value
Nonvested at January 1, 2019	261,487	$	91.78	69,990	$	111.55
Granted	157,312		90.64	123,246		119.35
Vested	(46,512)		87.42	—		—
Forfeited	(4,191)		104.25	(62)		120.61
Nonvested at June 30, 2019	368,096	$	91.70	193,174	$	116.52

Nonvested time-based RSUs outstanding as of June 30, 2019 include 14,257 units awarded to non-employee directors.

Compensation expense recorded attributable to RSUs for the first six months of 2019 and 2018 was approximately $9.8 million and $3.8 million, respectively. The actual tax benefit realized for the tax deduction from RSUs was approximately $704 thousand in the six months ended June 30, 2019. The fair value of units vested during the six months ended June 30, 2019 and 2018 was $4.1 million and $2.5 million, respectively. The intrinsic value of units vested during the six months ended June 30, 2019 and 2018 was $4.8 million and $3.0 million, respectively. As of June 30, 2019, there was $39.7 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 2.3 years.

During 2017, we provided a long-term incentive program for certain employees. Each award is based on the cumulative TSR of our common stock during a three-year performance period compared to a peer group. The total expected expense related to this program for awards outstanding as of June 30, 2019 is approximately $3.0 million, of which $450 thousand and $136 thousand was recognized in the first six months of 2019 and 2018, respectively.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2019

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 15 – EARNINGS PER SHARE

Basic net income per share is calculated by dividing net income attributable to Aptar by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to Aptar by the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to stock-based compensation awards. Stock-based compensation awards for which total employee proceeds exceed the average market price over the applicable period would have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. The reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018 is as follows:

	Three Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	73,915	$	73,915	$	55,775	$	55,775
Average equivalent shares
Shares of common stock		63,471		63,471		62,402		62,402
Effect of dilutive stock based compensation
Stock options		2,533		—		2,358		—
Restricted stock		228		—		90		—
Total average equivalent shares		66,232		63,471		64,850		62,402
Net income per share	$	1.12	$	1.16	$	0.86	$	0.89

	Six Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	136,919	$	136,919	$	115,075	$	115,075
Average equivalent shares
Shares of common stock		63,219		63,219		62,266		62,266
Effect of dilutive stock-based compensation
Stock options		2,411		—		2,293		—
Restricted stock		212		—		81		—
Total average equivalent shares		65,842		63,219		64,640		62,266
Net income per share	$	2.08	$	2.17	$	1.78	$	1.85

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2019

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 16 – SEGMENT INFORMATION

We are organized into three reporting segments. Our Beauty+ Home segment sells to the personal care, beauty and home care markets. Our Pharma segment serves customers in the prescription drug, consumer health care, injectables and active-packaging markets. Our Food + Beverage segment sells primarily to the food and beverage markets.

The accounting policies of the segments are the same as those described in Part II, Item 8, Note 1 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2018. We evaluate performance of our business units and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. All internal segment reporting and discussions of results with our Chief Operating Decision Maker (CODM) are based on segment Adjusted EBITDA.

Financial information regarding our reporting segments is shown below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Total Sales:
Beauty + Home	$	349,253	$	374,161	$	722,756	$	757,624
Pharma		284,577		241,282		559,071		471,414
Food + Beverage		119,095		101,420		223,822		197,065
Total Sales		752,925		716,863	$	1,505,649	$	1,426,103
Less: Intersegment Sales:
Beauty + Home	$	7,173	$	5,625	$	13,017	$	10,915
Pharma		2,638		73		4,431		78
Food + Beverage		453		557		1,080		1,152
Total Intersegment Sales	$	10,264	$	6,255	$	18,528	$	12,145
Net Sales:
Beauty + Home	$	342,080	$	368,536	$	709,739	$	746,709
Pharma		281,939		241,209		554,640		471,336
Food + Beverage		118,642		100,863		222,742		195,913
Net Sales	$	742,661	$	710,608	$	1,487,121	$	1,413,958
Adjusted EBITDA:
Beauty + Home	$	48,745	$	45,846	$	101,936	$	98,981
Pharma		101,650		86,353		199,007		166,193
Food + Beverage		20,944		18,063		37,635		30,802
Corporate & Other, unallocated		(10,630)		(9,043)		(23,385)		(20,622)
Acquisition-related costs (1)		(1,281)		(2,563)		(1,281)		(2,563)
Restructuring Initiatives (2)		(1,737)		(18,214)		(11,267)		(24,150)
Depreciation and amortization		(47,867)		(40,101)		(95,356)		(81,276)
Interest Expense		(8,756)		(7,964)		(17,970)		(16,019)
Interest Income		1,033		2,521		2,781		4,769
Income before Income Taxes	$	102,101	$	74,898	$	192,100	$	156,115

(1) Acquisition-related costs include transaction costs and purchase accounting adjustments related to inventory and backlog for acquisitions (see Note 18 – Acquisitions for further details).

(2) Restructuring Initiatives includes expense items for the three and six months ended June 30, 2019 and 2018 as follows (see Note 19 – Restructuring Initiatives for further details):

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Restructuring Initiatives by Segment
Beauty + Home	$	1,259	$	14,631	$	9,528	$	19,647
Pharma		(113)		1,224		213		1,588
Food + Beverage		112		1,354		622		1,669
Corporate & Other		479		1,005		904		1,246
Total Restructuring Initiatives	$	1,737	$	18,214	$	11,267	$	24,150

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INSURANCE SETTLEMENT RECEIVABLE

6 Months Ended

Jun. 30, 2019

INSURANCE SETTLEMENT RECEIVABLE

INSURANCE SETTLEMENT RECEIVABLE

Note 17 – INSURANCE SETTLEMENT RECEIVABLE

A fire caused damage to our facility in Annecy, France in June 2016. The fire was contained to one of three production units and there were no reported injuries. Aptar Annecy supplies anodized aluminum components for certain Aptar dispensing systems. We are insured for the damages caused by the fire, including business interruption insurance, and we do not expect this incident to have a material impact on our financial results.

Losses related to the fire of $6.1 million and $12.0 million were incurred during the three and six months ended June 30, 2018, respectively. For the six months ended June 30, 2019, we received insurance proceeds of $3.4 million, and have no insurance receivable as of June 30, 2019. The final settlement continues to be negotiated. In many cases, our insurance coverage exceeds the amount of our recognized losses. However, no gain contingencies were recognized during the three and six months ended June 30, 2019 as our ability to realize those gains remains uncertain. During the three and six months ended June 30, 2019, profitability was not impacted while profitability was negatively impacted by $2.5 million and $4.0 million during the three and six months ended June 30, 2018, respectively. These 2018 losses negatively impacted the Beauty + Home segment.

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ACQUISITIONS

6 Months Ended

Jun. 30, 2019

ACQUISITIONS

ACQUISITIONS

NOTE 18 – ACQUISITIONS

On June 5, 2019, we completed our acquisition (the “Nanopharm Acquisition”) of all of the outstanding capital stock of Nanopharm Ltd. (“Nanopharm”). Nanopharm, located in Newport, UK, is a science-driven, leading provider of orally inhaled and nasal drug product design and development services. The purchase price was approximately $38.1 million (exclusive of $1.8 million of cash acquired) and was funded by cash on hand. The results of Nanopharm’s operations have been included in the consolidated financial statements within our Pharma segment since the date of acquisition. We are in the process of finalizing purchase accounting.

On May 31, 2019, we completed our acquisition (the “Gateway Acquisition”) of all of the outstanding capital stock of Gateway Analytical LLC (“Gateway”). Gateway, located in Gibsonia, PA, provides industry-leading particulate detection and predictive analytical services to customers developing injectable medicines. The purchase price was approximately $7.0 million and was funded by cash on hand. As part of the Gateway Acquisition, we are also obligated to pay to the selling shareholders of Gateway certain contingent consideration based on 2020 and 2022 performance targets defined in the purchase agreement. Based on projections as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $3.0 million. We are in the process of finalizing purchase accounting. The results of Gateway’s operations have been included in the consolidated financial statements within our Pharma segment since the date of acquisition.

On August 27, 2018, we completed our acquisition (the “CSP Technologies Acquisition”) of all of the outstanding capital stock of CSP Technologies S.à r.l. (“CSP Technologies”). CSP Technologies is a leader in active packaging technology based on proprietary material science expertise for the pharma and food service markets. CSP Technologies operates two manufacturing locations in the U.S. and one in France. The purchase price was approximately $553.5 million and was funded by cash on hand. At acquisition, we maintained $5.0 million in an escrow account and classified this amount as restricted cash pending the finalization of a working capital adjustment. These funds were released from restriction in January 2019, which resulted in a refund of $964 thousand and a corresponding reduction of our purchase price and the associated goodwill balance in the amount of the refund.

The following table summarizes the assets acquired and liabilities assumed related to the CSP Technologies Acquisition as of the acquisition date at estimated fair value.

	August 27, 2018
Assets
Cash and equivalents	$	24,053
Accounts receivable		20,847
Inventories		42,169
Prepaid and other		3,995
Property, plant and equipment		99,194
Goodwill		278,020
Intangible assets		177,120
Other miscellaneous assets		1,039
Liabilities
Current maturities of long-term obligations		129
Accounts payable and accrued liabilities		31,989
Long-term obligations		6,037
Deferred income taxes		38,442
Retirement and deferred compensation plans		1,038
Deferred and other non-current liabilities		15,344
Net assets acquired	$	553,458

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 related to the CSP Technologies Acquisition:

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Acquired technology	12	$	46,700
Customer relationships	16		113,300
Trademarks and trade names	9		14,600
License agreements and other	11		2,520
Total		$	177,120

Goodwill, net of working capital settlement, in the amount of $277.1 million was recorded for the CSP Technologies Acquisition, of which $173.4 million and $103.7 million is included in the Pharma and Food + Beverage segments, respectively. 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 our commercial presence in selling the CSP Technologies line of products in markets where CSP Technologies did not previously operate and the ability of CSP Technologies 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 CSP Technologies Acquisition as if it had occurred as of January 1, 2017. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as intangible asset amortization, fair value adjustments for inventory and financing costs related to the change in our debt structure. 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 date indicated.

		Three Months Ended		Six Months Ended
		June 30, 2018		June 30, 2018
Net Sales	$	748,106	$	1,485,536
Net Income Attributable to AptarGroup Inc.		50,476		110,592
Net Income per common share — basic		0.81		1.78
Net Income per common share — diluted		0.78		1.71

On May 1, 2018, we acquired 100% of the common stock of Reboul, a French manufacturer specializing in stamping, decorating and assembling metal and plastic packaging for the cosmetics and luxury markets, for a purchase price of approximately $3.6 million (exclusive of $112 thousand of cash acquired) (the “Reboul Acquisition”). The results of Reboul’s operations have been included in the consolidated financial statements within our Beauty + Home segment since the date of acquisition.

In May 2018, we invested $10.0 million in preferred equity stock of Reciprocal Labs Corporation, doing business as Propeller Health, which was accounted for at cost. No impairment charges were recorded during 2018 or 2019 against this investment. During the fourth quarter of 2018, we recorded a gain of approximately $6.5 million by adjusting the carrying amount to its expected proceeds as this investment was ultimately sold during January 2019.

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RESTRUCTURING INITIATIVES

6 Months Ended

Jun. 30, 2019

RESTRUCTURING INITIATIVES.

RESTRUCTURING INITIATIVES

NOTE 19 – RESTRUCTURING INITIATIVES

In late 2017, we began a business transformation to drive profitable sales growth, increase operational excellence, enhance our approach to innovation and improve organizational effectiveness. The primary focus of the plan is the Beauty + Home segment; however, certain global general and administrative functions are also being addressed. For the three and six months ended June 30, 2019, we recognized $1.7 million and $11.3 million of restructuring costs related to this plan, respectively. For the three and six months ended June 30, 2018, we recognized $18.2 million and $24.2 million of restructuring costs related to this plan, respectively. Using current exchange rates, we estimate total implementation costs of approximately $90 million over three years, including costs that have been recognized to date. The cumulative expense incurred as of June 30, 2019 was $77.3 million. We also anticipate making capital investments related to the transformation plan of approximately $55 million, of which the majority will be in 2019.

As of June 30, 2019 we have recorded the following activity associated with the business transformation:

	Beginning		Net Charges for						Ending
	Reserve at		the Six Months				Interest and		Reserve at
	12/31/2018		Ended 6/30/2019		Cash Paid		FX Impact		6/30/2019
Employee severance	$	3,934	$	3,209	$	(1,814)	$	222	$	5,551
Professional fees and other costs		11,101		8,058		(17,887)		(41)		1,231
Totals	$	15,035	$	11,267	$	(19,701)	$	181	$	6,782

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup”, “Aptar”, “Company”, “we”, “us” or “our” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements (the “Condensed Consolidated Financial Statements”) include all normal recurring adjustments necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. Also, certain financial position data included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

During the quarter ended June 30, 2018, primarily based on published estimates, which indicate that Argentina's three-year cumulative inflation rate has exceeded 100%, we concluded that Argentina has become a highly inflationary economy. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Local currency monetary assets and liabilities have been remeasured into U.S. dollars using exchange rates as of the latest balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in net earnings. Our Argentinian operations contributed less than 2% of consolidated net assets and revenues at and for the six months ended June 30, 2019 and 2018.

LEASES

LEASES

We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease ROU assets and operating lease liabilities are included in accounts payable and accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize right-of-use assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise).

Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

ADOPTION OF RECENT ACCOUNTING STANDARDS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification.

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations. Most prominent among the changes in the standard is the recognition of right-of-use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases, as our accounting for finance leases remained substantially unchanged. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard on January 1, 2019 using a modified retrospective transition, with the effective date method. Under this method, financial results reported in periods prior to 2019 are not recast. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows companies to carry forward their historical lease classification. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The impact of adoption of the standard to previously reported results is shown below.

		Balance at				Balance at
		December 31,				January 1,
		2018		Adjustments		2019
Consolidated Balance Sheets
Operating lease right-of-use assets	$	—	$	83,222	$	83,222
Prepaid and other		118,245		(1,383)		116,862
Property, plant and equipment		991,613		5,876		997,489
Current maturities of long-term obligations, net of unamortized debt issuance costs		62,678		2,631		65,309
Accounts payable and accrued liabilities		525,199		20,508		545,707
Operating lease liabilities		—		61,331		61,331
Long-term obligations, net of unamortized debt issuance costs		1,125,993		3,245		1,129,238

In February 2018, the FASB issued ASU 2018-02, which provides guidance on the reclassification of certain tax effects from accumulated other comprehensive income. This guidance allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. We elected to early adopt this standard in the fourth quarter of 2018. As part of this adoption, we elected to reclassify $6.7 million of stranded income tax effects of the TCJA from accumulated other comprehensive income to retained earnings at the beginning of the fourth quarter of 2018.

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

RETIREMENT OF COMMON STOCK

RETIREMENT OF COMMON STOCK

During the first six months of 2019, we repurchased 193 thousand shares of common stock, all of which were returned to treasury stock. During the first six months of 2018, we repurchased 668 thousand shares of common stock, of which 623 thousand shares were immediately retired. Common stock was reduced by the number of shares retired at $0.01 par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings.

INCOME TAXES

INCOME TAXES

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

All of our non-U.S. earnings are subject to U.S. taxation, either from the transition tax enacted in the U.S. by the TCJA on accumulated non-U.S. earnings as of the end of 2017 or the global intangible low-taxed income (“GILTI”) provisions on non-U.S. earnings thereafter. We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and the global cash management goals of the Company.

We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 5 - Income Taxes for more information.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Standards Update 2016-02

Summary of impacts of adoption of recent accounting pronouncements

		Balance at				Balance at
		December 31,				January 1,
		2018		Adjustments		2019
Consolidated Balance Sheets
Operating lease right-of-use assets	$	—	$	83,222	$	83,222
Prepaid and other		118,245		(1,383)		116,862
Property, plant and equipment		991,613		5,876		997,489
Current maturities of long-term obligations, net of unamortized debt issuance costs		62,678		2,631		65,309
Accounts payable and accrued liabilities		525,199		20,508		545,707
Operating lease liabilities		—		61,331		61,331
Long-term obligations, net of unamortized debt issuance costs		1,125,993		3,245		1,129,238

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REVENUE (Tables)

6 Months Ended

Jun. 30, 2019

REVENUE.

Schedule of revenue by segment by geographic area

	For the Three Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	202,541	$	73,973	$	41,449	$	24,117	$	342,080
Pharma		190,654		76,042		7,078		8,165		281,939
Food + Beverage		32,336		65,160		9,211		11,935		118,642
Total	$	425,531	$	215,175	$	57,738	$	44,217	$	742,661

	For the Three Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	207,305	$	86,282	$	47,319	$	27,630	$	368,536
Pharma		183,166		43,274		6,819		7,950		241,209
Food + Beverage		30,902		46,920		8,104		14,937		100,863
Total	$	421,373	$	176,476	$	62,242	$	50,517	$	710,608

	For the Six Months Ended June 30, 2019
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	418,774	$	160,952	$	84,091	$	45,922	$	709,739
Pharma		374,828		147,814		14,734		17,264		554,640
Food + Beverage		63,297		120,280		17,095		22,070		222,742
Total	$	856,899	$	429,046	$	115,920	$	85,256	$	1,487,121

	For the Six Months Ended June 30, 2018
					Latin
Segment	Europe		Domestic		America		Asia		Total
Beauty + Home	$	431,917	$	169,356	$	95,585	$	49,851	$	746,709
Pharma		358,841		82,370		13,064		17,061		471,336
Food + Beverage		60,713		95,135		15,867		24,198		195,913
Total	$	851,471	$	346,861	$	124,516	$	91,110	$	1,413,958

Schedule of opening and closing balances of contract assets and contract liabilities

	Balance as of		Balance as of		Increase/
	December 31, 2018		June 30, 2019		(Decrease)
Contract asset (current)	$	15,858	$	18,561	$	2,703
Contract asset (long-term)	$	—	$	—	$	—
Contract liability (current)	$	68,134	$	64,468	$	(3,666)
Contract liability (long-term)	$	11,261	$	13,927	$	2,666

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2019

INVENTORIES

Schedule of inventories, by component

	June 30,		December 31,
	2019		2018
Raw materials	$	118,311	$	110,720
Work in process		134,468		131,091
Finished goods		146,540		139,299
Total	$	399,319	$	381,110

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2019

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of changes in the carrying amount of goodwill

	Beauty +				Food +		Corporate
	Home		Pharma		Beverage		& Other		Total
Goodwill	$	223,933	$	359,883	$	128,279	$	1,615	$	713,710
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of December 31, 2018	$	223,933	$	359,883	$	128,279	$	—	$	712,095
Acquisition		—		27,839		—		—		27,839
Foreign currency exchange effects		(633)		(1,835)		(44)		—		(2,512)
Goodwill	$	223,300	$	385,887	$	128,235	$	1,615	$	739,037
Accumulated impairment losses		—		—		—		(1,615)		(1,615)
Balance as of June 30, 2019	$	223,300	$	385,887	$	128,235	$	—	$	737,422

Summary of amortized intangible assets

		June 30, 2019							December 31, 2018
Weighted Average		Gross						Gross
Amortization Period		Carrying		Accumulated		Net		Carrying		Accumulated		Net
	(Years)	Amount		Amortization		Value		Amount		Amortization		Value
Amortized intangible assets:
Patents	2.7	$	5,958		(4,826)	$	1,132	$	5,427	$	(5,294)	$	133
Acquired technology	13.4		95,550		(21,827)		73,723		92,389		(18,304)		74,085
Customer relationships	13.9		191,182		(26,396)		164,786		179,597		(20,439)		159,158
Trademarks and trade names	7.4		23,515		(8,767)		14,748		21,243		(5,914)		15,329
License agreements and other	11.0		15,175		(8,214)		6,961		13,852		(7,653)		6,199
Total intangible assets	13.0	$	331,380	$	(70,030)	$	261,350	$	312,508	$	(57,604)	$	254,904

Schedule of future estimated amortization expense

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

2019	$	13,897	(remaining estimated amortization for 2019)
2020		25,062
2021		24,255
2022		23,977
2023 and thereafter		174,159

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DEBT (Tables)

6 Months Ended

Jun. 30, 2019

DEBT

Schedule of long-term obligations

We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. At June 30, 2019, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 11.00%, due in monthly and annual installments through 2028	$	22,328	$	—	$	22,328
Senior unsecured notes 3.2%, due in 2022		75,000		76		74,924
Senior unsecured debts 4.1% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		466		223,534
Senior unsecured notes 3.5%, due in 2023		125,000		162		124,838
Senior unsecured notes 1.0%, due in 2023		113,715		385		113,330
Senior unsecured notes 3.4%, due in 2024		50,000		70		49,930
Senior unsecured notes 3.5%, due in 2024		100,000		162		99,838
Senior unsecured notes 1.2%, due in 2024		227,430		823		226,607
Senior unsecured notes 3.6%, due in 2025		125,000		193		124,807
Senior unsecured notes 3.6%, due in 2026		125,000		192		124,808
Finance Lease Liabilities		28,258		—		28,258
	$	1,215,731	$	2,529	$	1,213,202
Current maturities of long-term obligations		(64,941)		—		(64,941)
Total long-term obligations	$	1,150,790	$	2,529	$	1,148,261

At December 31, 2018, our long-term obligations consisted of the following:

			Unamortized
			Debt Issuance
	Principal		Costs		Net
Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028	$	15,531	$	—	$	15,531
Senior unsecured notes 3.2%, due in 2022		75,000		88		74,912
Senior unsecured debts 4.0% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		224,000		541		223,459
Senior unsecured notes 3.5%, due in 2023		125,000		181		124,819
Senior unsecured notes 1.0%, due in 2023		114,535		432		114,103
Senior unsecured notes 3.4%, due in 2024		50,000		76		49,924
Senior unsecured notes 3.5%, due in 2024		100,000		181		99,819
Senior unsecured notes 1.2%, due in 2024		229,070		904		228,166
Senior unsecured notes 3.6%, due in 2025		125,000		207		124,793
Senior unsecured notes 3.6%, due in 2026		125,000		208		124,792
Capital lease obligations		8,353		—		8,353
	$	1,191,489	$	2,818	$	1,188,671
Current maturities of long-term obligations		(62,678)		—		(62,678)
Total long-term obligations	$	1,128,811	$	2,818	$	1,125,993

Schedule of covenants on revolving credit facility and corporate long-term obligations

	Requirement	Level at June 30, 2019
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	1.85 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	15.31 to 1.00

(1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements.

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LEASE COMMITMENTS (Tables)

6 Months Ended

Jun. 30, 2019

LEASE COMMITMENTS

Schedule of components of lease expense

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Operating lease cost	$	5,437	$	11,441
Finance lease cost:
Amortization of right-of-use assets	$	1,004	$	1,876
Interest on lease liabilities		325		640
Total finance lease cost	$	1,329	$	2,516
Short-term lease and variable lease costs	$	2,328	$	4,270

Schedule of supplemental cash flow information related to leases

Six Months Ended June 30,	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,249
Operating cash flows from finance leases		534
Financing cash flows from finance leases		2,294
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	9,512
Finance leases		11,622

Schedule of supplemental balance sheet information related to leases

	June 30, 2019
Operating Leases
Operating lease right-of-use assets	$	76,996
Accounts payable and accrued liabilities	$	16,727
Operating lease liabilities		59,192
Total operating lease liabilities	$	75,919
Finance Leases
Property, plant and equipment, gross	$	43,117
Accumulated depreciation		(2,088)
Property, plant and equipment, net	$	41,029
Current maturities of long-term obligations, net of unamortized debt issuance cost	$	4,095
Long-term obligations, net of unamortized debt issuance cost		24,163
Total finance lease liabilities	$	28,258
Weighted Average Remaining Lease Term (in years)
Operating leases		6.1
Finance leases		7.1
Weighted Average Discount Rate
Operating leases		5.12	%
Finance leases		5.38	%

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of June 30, 2019, were as follows:

	Operating		Finance
	Leases		Leases
Year 1	$	20,140	$	5,504
Year 2		16,800		4,592
Year 3		12,248		3,850
Year 4		9,520		2,854
Year 5		7,232		2,379
Thereafter		23,673		17,434
Total lease payments		89,613		36,613
Less imputed interest		(13,694)		(8,355)
Total	$	75,919	$	28,258

Maturities of lease liabilities as of December 31, 2018 under the old lease accounting standard were as follows:

	Operating		Capital
	Leases		Leases
Year 1	$	26,512	$	1,828
Year 2		21,386		1,653
Year 3		16,529		1,546
Year 4		12,549		1,160
Year 5		10,225		880
Thereafter		21,932		3,827
Total lease payments	$	109,133		10,894
Less imputed interest				(2,541)
Present value of future lease payments			$	8,353

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Tables)

6 Months Ended

Jun. 30, 2019

RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of net periodic benefit cost

	Domestic Plans				Foreign Plans
Three Months Ended June 30,	2019		2018		2019		2018
Service cost	$	2,775	$	2,844	$	1,445	$	1,491
Interest cost		1,846		1,706		495		457
Expected return on plan assets		(3,095)		(2,792)		(586)		(658)
Amortization of net loss		489		1,210		359		433
Amortization of prior service cost		—		—		113		125
Net periodic benefit cost	$	2,015	$	2,968	$	1,826	$	1,848

	Domestic Plans				Foreign Plans
Six Months Ended June 30,	2019		2018		2019		2018
Service cost	$	5,548	$	5,693	$	2,905	$	3,022
Interest cost		3,691		3,426		996		929
Expected return on plan assets		(6,189)		(5,606)		(1,178)		(1,337)
Amortization of net loss		978		2,428		722		879
Amortization of prior service cost		—		—		226		254
Net periodic benefit cost	$	4,028	$	5,941	$	3,671	$	3,747

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2019

ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive Income/(Loss) by Component

	Foreign		Defined Benefit
	Currency		Pension Plans		Derivatives		Total
Balance - December 31, 2017	$	(185,503)	$	(64,595)	$	(3,204)	$	(253,302)
Other comprehensive (loss) income before reclassifications		(43,283)		—		10,794		(32,489)
Amounts reclassified from accumulated other comprehensive income (loss)		—		2,699		(8,568)		(5,869)
Net current-period other comprehensive (loss) income		(43,283)		2,699		2,226		(38,358)
Balance - June 30, 2018	$	(228,786)	$	(61,896)	$	(978)	$	(291,660)
Balance - December 31, 2018	$	(248,401)	$	(60,463)	$	(1,640)	$	(310,504)
Other comprehensive (loss) income before reclassifications		(197)		—		3,727		3,530
Amounts reclassified from accumulated other comprehensive income (loss)		—		1,437		(4,599)		(3,162)
Net current-period other comprehensive (loss) income		(197)		1,437		(872)		368
Balance - June 30, 2019	$	(248,598)	$	(59,026)	$	(2,512)	$	(310,136)

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:

	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Three Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	848	$	1,643	(1)
Amortization of prior service cost		113		125	(1)
		961		1,768	Total before tax
		(245)		(425)	Tax benefit
	$	716	$	1,343	Net of tax
Derivatives
Changes in treasury locks	$	—	$	11	Interest Expense
Changes in cross currency swap: interest component		(1,552)		(1,468)	Interest Expense
Changes in cross currency swap: foreign exchange component		3,084		(14,969)	Miscellaneous, net
		1,532		(16,426)	Total before tax
		—		2,790	Tax benefit
	$	1,532	$	(13,636)	Net of tax
Total reclassifications for the period	$	2,248	$	(12,293)

	Amount Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line in the Statement
Comprehensive Income Components	Comprehensive Income				Where Net Income is Presented
Six Months Ended June 30,	2019		2018
Defined Benefit Pension Plans
Amortization of net loss	$	1,700	$	3,307	(1)
Amortization of prior service cost		226		254	(1)
		1,926		3,561	Total before tax
		(489)		(862)	Tax benefit
	$	1,437	$	2,699	Net of tax
Derivatives
Changes in treasury locks	$	—	$	22	Interest Expense
Changes in cross currency swap: interest component		(3,006)		(2,487)	Interest Expense
Changes in cross currency swap: foreign exchange component		(1,593)		(7,853)	Miscellaneous, net
		(4,599)		(10,318)	Total before tax
		—		1,750	Tax benefit
	$	(4,599)	$	(8,568)	Net of tax
Total reclassifications for the period	$	(3,162)	$	(5,869)

(1) 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 (Tables)

6 Months Ended

Jun. 30, 2019

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018

		June 30, 2019				December 31, 2018
				Derivatives				Derivatives
		Derivatives		not		Derivatives		not
		Designated		Designated		Designated		Designated
	Balance Sheet	as Hedging		as Hedging		as Hedging		as Hedging
	Location	Instruments		Instruments		Instruments		Instruments
Derivative Assets
Foreign Exchange Contracts	Prepaid and other	$	—	$	157	$	—	$	259
Cross Currency Swap Contract (1)	Prepaid and other		109		—		—		—
		$	109	$	157	$	—	$	259
Derivative Liabilities
Foreign Exchange Contracts	Accounts payable and accrued liabilities	$	—	$	736	$	—	$	331
Cross Currency Swap Contract (1)	Accounts payable and accrued liabilities		73		—		1,040		—
		$	73	$	736	$	1,040	$	331

(1) This cross currency swap contract is composed of both an interest component and a foreign exchange component.

Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Quarters Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	1,080	$	3,717	Interest expense	$	1,552	$	1,468	$	(8,756)
Foreign exchange component		(3,084)		14,969	Miscellaneous, net		(3,084)		14,969		(49)
	$	(2,004)	$	18,686		$	(1,532)	$	16,437

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Six Months Ended June 30, 2019 and 2018

						Amount of Gain (Loss)				Total Amount
	Amount of Gain (Loss)				Location of (Loss)	Reclassified from				of Affected
Derivatives in Cash	Recognized in				Gain Recognized	Accumulated				Income
Flow Hedging	Other Comprehensive				in Income on	Other Comprehensive				Statement
Relationships	Income on Derivative				Derivatives	Income on Derivative				Line Item
	2019		2018			2019		2018
Cross currency swap contract:
Interest component	$	2,472	$	5,152	Interest expense	$	3,006	$	2,487	$	(17,970)
Foreign exchange component		1,593		7,853	Miscellaneous, net		1,593		7,853		417
	$	4,065	$	13,005		$	4,599	$	10,340

Schedule of Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(251)	$	972
		$	(251)	$	972

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Six Months Ended June 30, 2019 and 2018

		Amount of (Loss) Gain
Derivatives Not Designated	Location of (Loss) Gain Recognized	Recognized in Income
as Hedging Instruments	in Income on Derivatives	on Derivatives
		2019		2018
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(514)	$	1,113
		$	(514)	$	1,113

Schedule of offsetting derivative assets and liabilities

						Gross Amounts not Offset
			Gross Amounts	Net Amounts		in the Statement of
			Offset in the	Presented in		Financial Position
	Gross		Statement of	the Statement of		Financial	Cash Collateral	Net
	Amount		Financial Position	Financial Position		Instruments	Received	Amount
Description
June 30, 2019
Derivative Assets	$	266	—	$	266	—	—	$	266
Total Assets	$	266	—	$	266	—	—	$	266
Derivative Liabilities	$	809	—	$	809	—	—	$	809
Total Liabilities	$	809	—	$	809	—	—	$	809
December 31, 2018
Derivative Assets	$	259	—	$	259	—	—	$	259
Total Assets	$	259	—	$	259	—	—	$	259
Derivative Liabilities	$	1,371	—	$	1,371	—	—	$	1,371
Total Liabilities	$	1,371	—	$	1,371	—	—	$	1,371

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FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2019

FAIR VALUE

Schedule of fair values of financial assets and liabilities

As of June 30, 2019, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	157	$	—	$	157	$	—
Cross currency swap contract (1)		109		—		109		—
Total assets at fair value	$	266	$	—	$	266	$	—
Liabilities
Foreign exchange contracts (1)	$	736	$	—	$	736	$	—
Contingent consideration obligation		3,000		—		—		3,000
Cross currency swap contract (1)		73		—		73		—
Total liabilities at fair value	$	3,809	$	—	$	809	$	3,000

As of December 31, 2018, the fair values of our financial assets and liabilities were categorized as follows:

	Total		Level 1		Level 2		Level 3
Assets
Foreign exchange contracts (1)	$	259	$	—	$	259	$	—
Total assets at fair value	$	259	$	—	$	259	$	—
Liabilities
Foreign exchange contracts (1)	$	331	$	—	$	331	$	—
Cross currency swap contract (1)		1,040		—		1,040		—
Total liabilities at fair value	$	1,371	$	—	$	1,371	$	—

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

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2019

STOCK-BASED COMPENSATION

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

Stock Awards Plans:
Six Months Ended June 30,	2018
Dividend Yield	1.5	%
Expected Stock Price Volatility	14.2	%
Risk-free Interest Rate	2.8	%
Expected Life of Option (years)	6.6

Summary of option activity

	Stock Awards Plans					Director Stock Option Plans
			Weighted Average				Weighted Average
		Options	Exercise Price			Options	Exercise Price
Outstanding, January 1, 2019		6,761,055	$	65.76		155,200	$	58.13
Granted		—		—		—		—
Exercised		(1,212,250)		57.05		(14,200)		62.33
Forfeited or expired		(110,744)		65.79		—		—
Outstanding at June 30, 2019		5,438,061	$	67.72		141,000	$	57.71
Exercisable at June 30, 2019		4,632,475	$	65.35		141,000	$	57.71
Weighted-Average Remaining Contractual Term (Years):
Outstanding at June 30, 2019		5.8				3.6
Exercisable at June 30, 2019		5.3				3.6
Aggregate Intrinsic Value:
Outstanding at June 30, 2019	$	292,749			$	9,001
Exercisable at June 30, 2019	$	260,341			$	9,001
Intrinsic Value of Options Exercised During the Six Months Ended:
June 30, 2019	$	65,944			$	722
June 30, 2018	$	31,307			$	1,608

Weighted-average assumptions used to estimate fair value of restricted stock units

Six Months Ended June 30,		2019			2018
Fair value per stock award	$	134.97		$	128.70
Grant date stock price	$	104.51		$	89.42
Assumptions:
Aptar's stock price expected volatility		16.50	%		12.30	%
Expected average volatility of peer companies		31.90	%		27.50	%
Correlation assumption		37.40	%		20.20	%
Risk-free interest rate		2.19	%		2.42	%
Dividend yield assumption		1.30	%		1.43	%

Summary of restricted stock unit activity

	Time-Based RSUs			Performance-Based RSUs
		Weighted Average			Weighted Average
	Units	Grant-Date Fair Value		Units	Grant-Date Fair Value
Nonvested at January 1, 2019	261,487	$	91.78	69,990	$	111.55
Granted	157,312		90.64	123,246		119.35
Vested	(46,512)		87.42	—		—
Forfeited	(4,191)		104.25	(62)		120.61
Nonvested at June 30, 2019	368,096	$	91.70	193,174	$	116.52

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2019

EARNINGS PER SHARE

Reconciliation of Basic and Diluted Earnings Per Share

	Three Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	73,915	$	73,915	$	55,775	$	55,775
Average equivalent shares
Shares of common stock		63,471		63,471		62,402		62,402
Effect of dilutive stock based compensation
Stock options		2,533		—		2,358		—
Restricted stock		228		—		90		—
Total average equivalent shares		66,232		63,471		64,850		62,402
Net income per share	$	1.12	$	1.16	$	0.86	$	0.89

	Six Months Ended
	June 30, 2019				June 30, 2018
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	136,919	$	136,919	$	115,075	$	115,075
Average equivalent shares
Shares of common stock		63,219		63,219		62,266		62,266
Effect of dilutive stock-based compensation
Stock options		2,411		—		2,293		—
Restricted stock		212		—		81		—
Total average equivalent shares		65,842		63,219		64,640		62,266
Net income per share	$	2.08	$	2.17	$	1.78	$	1.85

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2019

SEGMENT INFORMATION

Financial information regarding the Company's reportable segments

Financial information regarding our reporting segments is shown below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Total Sales:
Beauty + Home	$	349,253	$	374,161	$	722,756	$	757,624
Pharma		284,577		241,282		559,071		471,414
Food + Beverage		119,095		101,420		223,822		197,065
Total Sales		752,925		716,863	$	1,505,649	$	1,426,103
Less: Intersegment Sales:
Beauty + Home	$	7,173	$	5,625	$	13,017	$	10,915
Pharma		2,638		73		4,431		78
Food + Beverage		453		557		1,080		1,152
Total Intersegment Sales	$	10,264	$	6,255	$	18,528	$	12,145
Net Sales:
Beauty + Home	$	342,080	$	368,536	$	709,739	$	746,709
Pharma		281,939		241,209		554,640		471,336
Food + Beverage		118,642		100,863		222,742		195,913
Net Sales	$	742,661	$	710,608	$	1,487,121	$	1,413,958
Adjusted EBITDA:
Beauty + Home	$	48,745	$	45,846	$	101,936	$	98,981
Pharma		101,650		86,353		199,007		166,193
Food + Beverage		20,944		18,063		37,635		30,802
Corporate & Other, unallocated		(10,630)		(9,043)		(23,385)		(20,622)
Acquisition-related costs (1)		(1,281)		(2,563)		(1,281)		(2,563)
Restructuring Initiatives (2)		(1,737)		(18,214)		(11,267)		(24,150)
Depreciation and amortization		(47,867)		(40,101)		(95,356)		(81,276)
Interest Expense		(8,756)		(7,964)		(17,970)		(16,019)
Interest Income		1,033		2,521		2,781		4,769
Income before Income Taxes	$	102,101	$	74,898	$	192,100	$	156,115

(1) Acquisition-related costs include transaction costs and purchase accounting adjustments related to inventory and backlog for acquisitions (see Note 18 – Acquisitions for further details).

(2) Restructuring Initiatives includes expense items for the three and six months ended June 30, 2019 and 2018 as follows (see Note 19 – Restructuring Initiatives for further details):

Restructuring Initiatives

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Restructuring Initiatives by Segment
Beauty + Home	$	1,259	$	14,631	$	9,528	$	19,647
Pharma		(113)		1,224		213		1,588
Food + Beverage		112		1,354		622		1,669
Corporate & Other		479		1,005		904		1,246
Total Restructuring Initiatives	$	1,737	$	18,214	$	11,267	$	24,150

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ACQUISITIONS (Tables) - CSP Technologies

6 Months Ended

Jun. 30, 2019

Acquisitions

Summary of assets acquired and liabilities assumed at estimated fair value

	August 27, 2018
Assets
Cash and equivalents	$	24,053
Accounts receivable		20,847
Inventories		42,169
Prepaid and other		3,995
Property, plant and equipment		99,194
Goodwill		278,020
Intangible assets		177,120
Other miscellaneous assets		1,039
Liabilities
Current maturities of long-term obligations		129
Accounts payable and accrued liabilities		31,989
Long-term obligations		6,037
Deferred income taxes		38,442
Retirement and deferred compensation plans		1,038
Deferred and other non-current liabilities		15,344
Net assets acquired	$	553,458

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

	Weighted-Average	Estimated
	Useful Life	Fair Value
	(in years)	of Asset
Acquired technology	12	$	46,700
Customer relationships	16		113,300
Trademarks and trade names	9		14,600
License agreements and other	11		2,520
Total		$	177,120

Schedule of unaudited pro forma financial information

		Three Months Ended		Six Months Ended
		June 30, 2018		June 30, 2018
Net Sales	$	748,106	$	1,485,536
Net Income Attributable to AptarGroup Inc.		50,476		110,592
Net Income per common share — basic		0.81		1.78
Net Income per common share — diluted		0.78		1.71

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RESTRUCTURING INITIATIVES (Tables)

6 Months Ended

Jun. 30, 2019

RESTRUCTURING INITIATIVES.

Activity associated with the entity's restructuring initiatives

	Beginning		Net Charges for						Ending
	Reserve at		the Six Months				Interest and		Reserve at
	12/31/2018		Ended 6/30/2019		Cash Paid		FX Impact		6/30/2019
Employee severance	$	3,934	$	3,209	$	(1,814)	$	222	$	5,551
Professional fees and other costs		11,101		8,058		(17,887)		(41)		1,231
Totals	$	15,035	$	11,267	$	(19,701)	$	181	$	6,782

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details)	6 Months Ended
	Jun. 30, 2019
Argentina | Maximum | Consolidated net revenues | Geographic concentration risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk percentage	2.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Adoption of ASU 2016-02 and ASU 2018-02 (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Jun. 30, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 76,996	$ 83,222
Prepaid and other	$ 118,245	116,675	116,862
Property, plant and equipment	991,613	1,051,535	997,489
Current maturities of long-term obligations, net of unamortized debt issuance costs	62,678	64,941	65,309
Accounts payable and accrued liabilities	525,199	548,330	545,707
Operating lease liabilities		59,192	61,331
Long-term obligations, net of unamortized debt issuance costs	1,125,993	$ 1,148,261	1,129,238
Reclassification of stranded income tax effects from AOCI to retained earnings	$ 6,700
Accounting Standards Update 2016-02 | Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets			83,222
Prepaid and other			(1,383)
Property, plant and equipment			5,876
Current maturities of long-term obligations, net of unamortized debt issuance costs			2,631
Accounts payable and accrued liabilities			20,508
Operating lease liabilities			61,331
Long-term obligations, net of unamortized debt issuance costs			$ 3,245

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) $ / shares shares	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) segment $ / shares shares	Jun. 30, 2018 USD ($) $ / shares shares	Dec. 31, 2018 $ / shares
Number of reportable segments | segment			3
Total Restructuring Initiatives	$ 1,737	$ 18,214	$ 11,267	$ 24,150
INVESTMENTS IN EQUITY SECURITIES
Investment in unconsolidated affiliate				$ 10,000
RETIREMENT OF COMMON STOCK
Common stock repurchased (retired and held in treasury) (in shares) | shares	34	480	193	668
Common stock repurchased and retired (in shares) | shares				623
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS
Provision for Income Taxes	$ 28,180	$ 19,117	$ 55,180	$ 41,046
Business Transformation
Total Restructuring Initiatives	1,700	18,200	11,300	24,200
Beauty + Home
Total Restructuring Initiatives	1,259	14,631	9,528	19,647
Pharma
Total Restructuring Initiatives	(113)	1,224	213	1,588
Food + Beverage
Total Restructuring Initiatives	112	1,354	622	1,669
Corporate & Other
Total Restructuring Initiatives	$ 479	$ 1,005	$ 904	$ 1,246

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REVENUE - Revenue by Geographic Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
REVENUE
Net revenue	$ 742,661	$ 710,608	$ 1,487,121	$ 1,413,958
Beauty + Home
REVENUE
Net revenue	342,080	368,536	709,739	746,709
Pharma
REVENUE
Net revenue	281,939	241,209	554,640	471,336
Food + Beverage
REVENUE
Net revenue	118,642	100,863	222,742	195,913
Europe
REVENUE
Net revenue	425,531	421,373	856,899	851,471
Europe | Beauty + Home
REVENUE
Net revenue	202,541	207,305	418,774	431,917
Europe | Pharma
REVENUE
Net revenue	190,654	183,166	374,828	358,841
Europe | Food + Beverage
REVENUE
Net revenue	32,336	30,902	63,297	60,713
North America
REVENUE
Net revenue	215,175	176,476	429,046	346,861
North America | Beauty + Home
REVENUE
Net revenue	73,973	86,282	160,952	169,356
North America | Pharma
REVENUE
Net revenue	76,042	43,274	147,814	82,370
North America | Food + Beverage
REVENUE
Net revenue	65,160	46,920	120,280	95,135
Latin America
REVENUE
Net revenue	57,738	62,242	115,920	124,516
Latin America | Beauty + Home
REVENUE
Net revenue	41,449	47,319	84,091	95,585
Latin America | Pharma
REVENUE
Net revenue	7,078	6,819	14,734	13,064
Latin America | Food + Beverage
REVENUE
Net revenue	9,211	8,104	17,095	15,867
Asia
REVENUE
Net revenue	44,217	50,517	85,256	91,110
Asia | Beauty + Home
REVENUE
Net revenue	24,117	27,630	45,922	49,851
Asia | Pharma
REVENUE
Net revenue	8,165	7,950	17,264	17,061
Asia | Food + Beverage
REVENUE
Net revenue	$ 11,935	$ 14,937	$ 22,070	$ 24,198

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REVENUE - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
REVENUE.
Contract asset (current)	$ 18,561	$ 15,858
Increase / (decrease) in contract asset (current)	2,703
Contract liability (current)	64,468	68,134
Increase / (decrease) in contract liability (current)	(3,666)
Contract liability (long-term)	13,927	11,261
Increase / (decrease) in contract liability (long-term)	2,666
Revenue recognized previously included in current contract liabilities	27,900
Revenue recognized previously included in current contract liabilities at beginning of year	17,500
Unearned revenue associated with outstanding contracts	590	$ 758
Estimated revenue to be recognized in 2019	136
Estimated revenue to be recognized in 2020	270
Estimated revenue to be recognized after 2020	$ 184

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INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Inventories, by component
Raw materials	$ 118,311	$ 110,720
Work in process	134,468	131,091
Finished goods	146,540	139,299
Total	$ 399,319	$ 381,110

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GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Changes in the carrying amount of goodwill
Goodwill	$ 739,037	$ 713,710
Accumulated impairment losses	(1,615)	(1,615)
Goodwill, Total	737,422	712,095
Acquisition	(27,839)
Foreign currency exchange effects	(2,512)
Operating segment | Beauty + Home
Changes in the carrying amount of goodwill
Goodwill	223,300	223,933
Goodwill, Total	223,300	223,933
Foreign currency exchange effects	(633)
Operating segment | Pharma
Changes in the carrying amount of goodwill
Goodwill	385,887	359,883
Goodwill, Total	385,887	359,883
Acquisition	(27,839)
Foreign currency exchange effects	(1,835)
Operating segment | Food + Beverage
Changes in the carrying amount of goodwill
Goodwill	128,235	128,279
Goodwill, Total	128,235	128,279
Foreign currency exchange effects	(44)
Corporate Non-Segment
Changes in the carrying amount of goodwill
Goodwill	1,615	1,615
Accumulated impairment losses	$ (1,615)	$ (1,615)

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GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Amortized intangible assets:
Gross Carrying Amount	$ 331,380		$ 331,380		$ 312,508
Accumulated Amortization	(70,030)		(70,030)		(57,604)
Net Value	261,350		261,350		254,904
Aggregate amortization expense	6,386	$ 2,754	12,388	$ 5,573
Future estimated amortization expense
2019	13,897		13,897
2020	25,062		25,062
2021	24,255		24,255
2022	23,977		23,977
2023 and thereafter	174,159		$ 174,159
Weighted Average
Amortized intangible assets:
Amortization Period			13 years
Patents
Amortized intangible assets:
Gross Carrying Amount	5,958		$ 5,958		5,427
Accumulated Amortization	(4,826)		(4,826)		(5,294)
Net Value	1,132		$ 1,132		133
Patents | Weighted Average
Amortized intangible assets:
Amortization Period			2 years 8 months 12 days
Acquired technology
Amortized intangible assets:
Gross Carrying Amount	95,550		$ 95,550		92,389
Accumulated Amortization	(21,827)		(21,827)		(18,304)
Net Value	73,723		$ 73,723		74,085
Acquired technology | Weighted Average
Amortized intangible assets:
Amortization Period			13 years 4 months 24 days
Customer relationships
Amortized intangible assets:
Gross Carrying Amount	191,182		$ 191,182		179,597
Accumulated Amortization	(26,396)		(26,396)		(20,439)
Net Value	164,786		$ 164,786		159,158
Customer relationships | Weighted Average
Amortized intangible assets:
Amortization Period			13 years 10 months 24 days
Trademarks and trade names
Amortized intangible assets:
Gross Carrying Amount	23,515		$ 23,515		21,243
Accumulated Amortization	(8,767)		(8,767)		(5,914)
Net Value	14,748		$ 14,748		15,329
Trademarks and trade names | Weighted Average
Amortized intangible assets:
Amortization Period			7 years 4 months 24 days
License agreements and other
Amortized intangible assets:
Gross Carrying Amount	15,175		$ 15,175		13,852
Accumulated Amortization	(8,214)		(8,214)		(7,653)
Net Value	$ 6,961		$ 6,961		$ 6,199
License agreements and other | Weighted Average
Amortized intangible assets:
Amortization Period			11 years

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INCOME TAXES QTR (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
INCOME TAXES
Effective income tax rate (as a percent)	27.60%	25.50%	28.70%	26.30%
Tax benefits from employee share-based compensation	$ 9.1	$ 1.7	$ 11.6	$ 6.0
Net tax benefit from discrete events	2.9		4.1	9.5
Charge to record valuation allowance	$ 6.3		$ 7.0
Tax benefit, Tax Cuts and Jobs Act		$ 3.5		$ 3.5

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DEBT (Details) $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2019 EUR (€)	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 EUR (€)
Long-Term Obligations
Consolidated Leverage Ratio		1.85	1.85
Consolidated Interest Coverage Ratio		15.31	15.31
Long-term obligations gross including current maturities		$ 1,215,731			$ 1,191,489
Current maturities of long-term obligations		(64,941)			(62,678)
Total long-term obligations		1,150,790			1,128,811
Deferred Finance Costs, Net, Total		2,529			2,818
Deferred debt issuance costs noncurrent		2,529			2,818
Long-term obligations including current maturities		1,213,202			1,188,671
Current maturities of long-term obligations		(64,941)		$ (65,309)	(62,678)
Long-term obligations, net of unamortized debt issuance costs		1,148,261		$ 1,129,238	1,125,993
Aggregate long-term maturities, excluding finance lease obligations
Year One		60,846
Year Two		62,141
Year Three		60,833
Year Four		134,848
Year Five		340,847
After Year Five		$ 527,958
Minimum
Long-Term Obligations
Consolidated Interest Coverage Ratio		3.00	3.00
Maximum
Long-Term Obligations
Consolidated Leverage Ratio		3.50	3.50
5-year revolving credit facility maturing in July 2022
Long-Term Obligations
Revolving credit facility maximum borrowing capacity		$ 300,000	€ 150.0
Amount outstanding under line of credit | €			€ 35.0			€ 69.0
Notes payable to banks
Long-Term Obligations
Proceeds from debt	$ 280,000
Long-term obligations gross including current maturities		224,000			224,000
Deferred Finance Costs, Net, Total		466			541
Long-term obligations including current maturities		$ 223,534			$ 223,459
Interest rate on notes (as a percent)	1.36%	1.36%	1.36%		1.36%	1.36%
Floating interest rate prior to conversion to a fixed interest rate		4.10%	4.10%		4.00%	4.00%
Notes payable 0.00% - 11.00%, due in monthly and annual installments through 2028
Long-Term Obligations
Long-term obligations gross including current maturities		$ 22,328			$ 15,531
Long-term obligations including current maturities		$ 22,328			$ 15,531
Notes payable 0.00% - 11.00%, due in monthly and annual installments through 2028 | Minimum
Long-Term Obligations
Interest rate on notes (as a percent)		0.00%	0.00%		0.00%	0.00%
Notes payable 0.00% - 11.00%, due in monthly and annual installments through 2028 | Maximum
Long-Term Obligations
Interest rate on notes (as a percent)		11.00%	11.00%		16.00%	16.00%
Senior unsecured notes 3.2%, due in 2022
Long-Term Obligations
Long-term obligations gross including current maturities		$ 75,000			$ 75,000
Deferred Finance Costs, Net, Total		76			88
Long-term obligations including current maturities		$ 74,924			$ 74,912
Interest rate on notes (as a percent)		3.20%	3.20%		3.20%	3.20%
Senior unsecured notes 3.5%, due in 2023
Long-Term Obligations
Long-term obligations gross including current maturities		$ 125,000			$ 125,000
Deferred Finance Costs, Net, Total		162			181
Long-term obligations including current maturities		$ 124,838			$ 124,819
Interest rate on notes (as a percent)		3.50%	3.50%		3.50%	3.50%
Senior unsecured notes 0.98%, due in 2023
Long-Term Obligations
Long-term obligations gross including current maturities		$ 113,715			$ 114,535
Deferred Finance Costs, Net, Total		385			432
Long-term obligations including current maturities		$ 113,330			$ 114,103
Interest rate on notes (as a percent)		1.00%	1.00%		1.00%	1.00%
Senior unsecured notes 3.4%, due in 2024
Long-Term Obligations
Long-term obligations gross including current maturities		$ 50,000			$ 50,000
Deferred Finance Costs, Net, Total		70			76
Long-term obligations including current maturities		$ 49,930			$ 49,924
Interest rate on notes (as a percent)		3.40%	3.40%		3.40%	3.40%
Senior unsecured notes 3.5%, due in 2024
Long-Term Obligations
Long-term obligations gross including current maturities		$ 100,000			$ 100,000
Deferred Finance Costs, Net, Total		162			181
Long-term obligations including current maturities		$ 99,838			$ 99,819
Interest rate on notes (as a percent)		3.50%	3.50%		3.50%	3.50%
Senior unsecured notes 1.17%, due in 2024
Long-Term Obligations
Long-term obligations gross including current maturities		$ 227,430			$ 229,070
Deferred Finance Costs, Net, Total		823			904
Long-term obligations including current maturities		$ 226,607			$ 228,166
Interest rate on notes (as a percent)		1.20%	1.20%		1.20%	1.20%
Senior unsecured notes 3.6%, due in 2025
Long-Term Obligations
Long-term obligations gross including current maturities		$ 125,000			$ 125,000
Deferred Finance Costs, Net, Total		193			207
Long-term obligations including current maturities		$ 124,807			$ 124,793
Interest rate on notes (as a percent)		3.60%	3.60%		3.60%	3.60%
Senior unsecured notes 3.6%, due in 2026
Long-Term Obligations
Long-term obligations gross including current maturities		$ 125,000			$ 125,000
Deferred Finance Costs, Net, Total		192			208
Long-term obligations including current maturities		$ 124,808			$ 124,792
Interest rate on notes (as a percent)		3.60%	3.60%		3.60%	3.60%
Financial lease liabilities
Long-Term Obligations
Long-term obligations gross including current maturities		$ 28,258
Long-term obligations including current maturities		$ 28,258
Capital lease obligations
Long-Term Obligations
Long-term obligations gross including current maturities					$ 8,353
Long-term obligations including current maturities					$ 8,353

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LEASE COMMITMENTS - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
LEASE COMMITMENTS
Rent expense under operating leases		$ 7,800		$ 15,900
Components of lease expense:
Operating lease cost	$ 5,437		$ 11,441
Finance lease cost:
Amortization of right-of-use assets	1,004		1,876
Interest on lease liabilities	325		640
Total finance lease cost	1,329		2,516
Short-term lease and variable lease costs	$ 2,328		$ 4,270

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LEASE COMMITMENTS - Supplemental Cash Flow Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 10,249
Operating cash flows from finance leases	534
Financing cash flows from finance leases	2,294
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	9,512
Finance leases	$ 11,622

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LEASE COMMITMENTS - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Leases
Operating lease right-of-use assets	$ 76,996	$ 83,222
Operating lease liability, current	$ 16,727
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent
Operating lease liabilities	$ 59,192	$ 61,331
Total operating lease liabilities	75,919
Finance Leases
Finance leases included in property, plant and equipment, gross	43,117
Accumulated depreciation of finance leases included in property, plant and equipment, net	(2,088)
Total finance leases	$ 41,029
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant and Equipment, Net
Current portion of finance lease liabilities	$ 4,095
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations, Current
Noncurrent portion of finance lease liabilities	$ 24,163
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations
Total finance lease liabilities	$ 28,258		$ 8,353
Weighted Average Remaining Lease Term (in years)
Operating leases	6 years 1 month 6 days
Finance leases	7 years 1 month 6 days
Weighted Average Discount Rate
Operating leases	5.12%
Finance leases	5.38%

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LEASE COMMITMENTS - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Maturities of operating lease liabilities:
Year 1	$ 20,140	$ 26,512
Year 2	16,800	21,386
Year 3	12,248	16,529
Year 4	9,520	12,549
Year 5	7,232	10,225
Thereafter	23,673	21,932
Total lease payments	89,613	109,133
Less imputed interest	(13,694)
Total operating lease liabilities	75,919
Maturities of finance lease liabilities:
Year 1	5,504	1,828
Year 2	4,592	1,653
Year 3	3,850	1,546
Year 4	2,854	1,160
Year 5	2,379	880
Thereafter	17,434	3,827
Total lease payments	36,613	10,894
Less imputed interest	(8,355)	(2,541)
Total finance lease liabilities	28,258	$ 8,353
Amount of additional operating and finance leases that have not yet commenced	$ 4,000
Minimum
Maturities of finance lease liabilities:
Term of operating and finance leases that have not yet commenced	3 years
Maximum
Maturities of finance lease liabilities:
Term of operating and finance leases that have not yet commenced	10 years

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RETIREMENT AND DEFERRED COMPENSATION PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
United States
Change in benefit obligation:
Service cost	$ 2,775	$ 2,844	$ 5,548	$ 5,693
Interest cost	1,846	1,706	3,691	3,426
Change in plan assets:
Employer contribution			365
Components of net periodic benefit cost:
Service cost	2,775	2,844	5,548	5,693
Interest cost	1,846	1,706	3,691	3,426
Expected return on plan assets	(3,095)	(2,792)	(6,189)	(5,606)
Amortization of net loss	489	1,210	978	2,428
Net periodic benefit cost	2,015	2,968	4,028	5,941
Minimum funding requirements			0
Foreign Plans
Change in benefit obligation:
Service cost	1,445	1,491	2,905	3,022
Interest cost	495	457	996	929
Change in plan assets:
Employer contribution			1,100
Components of net periodic benefit cost:
Service cost	1,445	1,491	2,905	3,022
Interest cost	495	457	996	929
Expected return on plan assets	(586)	(658)	(1,178)	(1,337)
Amortization of net loss	359	433	722	879
Amortization of prior service cost	113	125	226	254
Net periodic benefit cost	1,826	$ 1,848	3,671	$ 3,747
Expected contribution in current fiscal year	$ 4,300		$ 4,300

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Accumulated other comprehensive income activity
Balance at the beginning of the period	$ 1,422,556
Balance at the end of the period	1,581,106
Foreign Currency
Accumulated other comprehensive income activity
Balance at the beginning of the period	(248,401)	$ (185,503)
Other comprehensive income (loss) before reclassifications	(197)	(43,283)
Net current-period other comprehensive income (loss)	(197)	(43,283)
Balance at the end of the period	(248,598)	(228,786)
Defined Benefit Pension Plans
Accumulated other comprehensive income activity
Balance at the beginning of the period	(60,463)	(64,595)
Amounts reclassified from accumulated other comprehensive income	1,437	2,699
Net current-period other comprehensive income (loss)	1,437	2,699
Balance at the end of the period	(59,026)	(61,896)
Derivatives
Accumulated other comprehensive income activity
Balance at the beginning of the period	(1,640)	(3,204)
Other comprehensive income (loss) before reclassifications	3,727	10,794
Amounts reclassified from accumulated other comprehensive income	(4,599)	(8,568)
Net current-period other comprehensive income (loss)	(872)	2,226
Balance at the end of the period	(2,512)	(978)
Accumulated Other Comprehensive Income/(Loss)
Accumulated other comprehensive income activity
Balance at the beginning of the period	(310,504)	(253,302)
Other comprehensive income (loss) before reclassifications	3,530	(32,489)
Amounts reclassified from accumulated other comprehensive income	(3,162)	(5,869)
Net current-period other comprehensive income (loss)	368	(38,358)
Balance at the end of the period	$ (310,136)	$ (291,660)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Reclassifications From Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Amount Reclassified from Accumulated Other Comprehensive Income
Miscellaneous, net	$ (49)	$ (577)	$ 417	$ (1,444)
Interest expense	8,756	7,964	17,970	16,019
Total before tax	(102,101)	(74,898)	(192,100)	(156,115)
Tax benefit	28,180	19,117	55,180	41,046
Total reclassifications for the period	(73,915)	(55,775)	(136,919)	(115,075)
Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total reclassifications for the period	2,248	(12,293)	(3,162)	(5,869)
Defined Benefit Pension Plans | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Amortization of net loss	848	1,643	1,700	3,307
Amortization of prior service cost	113	125	226	254
Total before tax	961	1,768	1,926	3,561
Tax benefit	(245)	(425)	(489)	(862)
Total reclassifications for the period	716	1,343	1,437	2,699
Derivatives | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Total before tax	1,532	(16,426)	(4,599)	(10,318)
Tax benefit		2,790		1,750
Total reclassifications for the period	1,532	(13,636)	(4,599)	(8,568)
Derivatives | Treasury locks | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Interest expense		11		22
Derivatives | Cross Currency Swap Contract: Interest Component | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Interest expense	(1,552)	(1,468)	(3,006)	(2,487)
Derivatives | Cross Currency Swap Contract: Foreign Exchange Component | Amount Reclassified from Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated Other Comprehensive Income
Miscellaneous, net	$ 3,084	$ (14,969)	$ (1,593)	$ (7,853)

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Cash Flow Hedge) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net after-tax loss included in accumulated other comprehensive earnings	$ 479	$ (1,866)	$ 872	$ (2,212)
Derivatives in Cash Flow Hedging Relationships
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	(2,004)	$ 18,686	4,065	$ 13,005
Cross Currency Swap Contract | Derivatives in Cash Flow Hedging Relationships
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount hedged					$ 280,000
Net after-tax loss included in accumulated other comprehensive earnings			2,500
Fair value of derivative asset	100		100
Fair value of derivative liability	100		100
Cross Currency Swap Contract: Interest Component | Derivatives in Cash Flow Hedging Relationships
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount expected to be recognized in earnings in next twelve months related to cross currency swap contract	$ 4,800		$ 4,800
Notes payable to banks
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Proceeds from debt					$ 280,000
Interest rate on notes (as a percent)	1.36%		1.36%		1.36%	1.36%

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Fair Value of Derivative Instruments in the Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Fair Value of Derivative Instruments
Derivative Assets	$ 266		$ 266		$ 259
Derivative Liabilities	809		809		1,371
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments	(251)	$ 972	(514)	$ 1,113
Foreign Exchange Contracts
Fair Value of Derivative Instruments
Aggregate amount of forward exchange contracts outstanding	56,900		56,900
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments	(251)	$ 972	(514)	$ 1,113
Derivative Contracts Not Designated as Hedging Instruments
Fair Value of Derivative Instruments
Derivative Assets	157		157		259
Derivative Liabilities	736		736		331
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Prepaid and other
Fair Value of Derivative Instruments
Derivative Assets	157		157		259
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts payable and accrued liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	736		736		331
Derivative Contracts Designated as Hedging Instruments
Fair Value of Derivative Instruments
Derivative Assets	109		109
Derivative Liabilities	73		73		1,040
Derivative Contracts Designated as Hedging Instruments | Cross Currency Swap Contract | Prepaid and other
Fair Value of Derivative Instruments
Derivative Assets	109		109
Derivative Contracts Designated as Hedging Instruments | Cross Currency Swap Contract | Accounts payable and accrued liabilities
Fair Value of Derivative Instruments
Derivative Liabilities	$ 73		$ 73		$ 1,040

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Effect of Derivative Instruments on the Consolidated Statements of Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative instruments, gain or (loss)
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments	$ (251)	$ 972	$ (514)	$ 1,113
Interest expense	(8,756)	(7,964)	(17,970)	(16,019)
Miscellaneous, net	(49)	(577)	417	(1,444)
Derivatives in Cash Flow Hedging Relationships
Derivative instruments, gain or (loss)
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	(2,004)	18,686	4,065	13,005
Amount of Gain (Loss) Reclassified from AOCI on Derivative	(1,532)	16,437	4,599	10,340
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	(251)	972	(514)	1,113
Cross Currency Swap Contract: Interest Component | Interest expense | Derivatives in Cash Flow Hedging Relationships
Derivative instruments, gain or (loss)
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	1,080	3,717	2,472	5,152
Amount of Gain (Loss) Reclassified from AOCI on Derivative	1,552	1,468	3,006	2,487
Interest expense	(8,756)		(17,970)
Cross Currency Swap Contract: Foreign Exchange Component | Other Income (Expense): Miscellaneous, net | Derivatives in Cash Flow Hedging Relationships
Derivative instruments, gain or (loss)
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	(3,084)	14,969	1,593	7,853
Amount of Gain (Loss) Reclassified from AOCI on Derivative	(3,084)	$ 14,969	1,593	$ 7,853
Miscellaneous, net	$ (49)		$ 417

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Derivative Assets and Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Derivative Assets
Gross Amount	$ 266	$ 259
Net Amounts Presented in the Statement of Financial Position	266	259
Net Amount	266	259
Derivative Liabilities
Gross Amount	809	1,371
Net Amounts Presented in the Statement of Financial Position	809	1,371
Net Amount	$ 809	$ 1,371

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FAIR VALUE (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Liabilities
Fair value of long-term obligations	$ 1,100,000	$ 1,100,000
Assets and liabilities measured at fair value on recurring basis
Assets
Foreign exchange contracts, assets	157	259
Cross currency swap contract, asset	109
Total assets at fair value	266	259
Liabilities
Foreign exchange contracts, liabilities	736	331
Contingent consideration arrangement, liability	3,000
Cross currency swap contract, liability	73	1,040
Total liabilities at fair value	3,809	1,371
Assets and liabilities measured at fair value on recurring basis | Level 2
Assets
Foreign exchange contracts, assets	157	259
Cross currency swap contract, asset	109
Total assets at fair value	266	259
Liabilities
Foreign exchange contracts, liabilities	736	331
Cross currency swap contract, liability	73	1,040
Total liabilities at fair value	809	$ 1,371
Assets and liabilities measured at fair value on recurring basis | Level 3
Liabilities
Contingent consideration arrangement, liability	3,000
Total liabilities at fair value	$ 3,000

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Jun. 30, 2018	Mar. 31, 2017
Brazil
Commitments and contingencies
Accrual for Environmental Loss Contingencies		$ 500,000				$ 1,500,000
Brazil | Reduction of gross receipts tax
Commitments and contingencies
Estimated potential recoveries		10,200,000
Recovery of part of claim			$ 2,700,000	$ 631,000
Brazil | Reduction of gross receipts tax | Cost of Sales
Commitments and contingencies
Recovery of part of claim			1,700,000
Brazil | Reduction of gross receipts tax | Interest Income
Commitments and contingencies
Recovery of part of claim			$ 1,000,000.0
United States
Commitments and contingencies
Accrual for Environmental Loss Contingencies					$ 750,000
Payments to settle environmental loss contingency	$ 239,000
Indemnification agreements
Commitments and contingencies
Liabilities recorded under indemnification agreements		$ 0		$ 0

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STOCK REPURCHASE PROGRAM (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Apr. 18, 2019
Stock repurchase program
Aggregate amount of share repurchases (in dollars)	$ 4,096	$ 45,000	$ 19,096	$ 3,905
Common stock repurchased (retired and held in treasury) (in shares)	34	480	193	668
Common stock repurchased (retired and held in treasury)	$ 4,100	$ 45,000	$ 19,100	$ 61,700
Common stock repurchased and retired (in shares)				623
Common stock repurchased and retired		$ 44,990		$ 57,787
Remaining authorized repurchase amount	$ 345,900		$ 345,900
Stock Repurchase Program April 18, 2019
Stock repurchase program
Share repurchases authorized amount					$ 350,000

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STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
STOCK-BASED COMPENSATION
Proceeds from stock option exercises	$ 70,712	$ 46,420
Stock options
STOCK-BASED COMPENSATION
Award vesting period	3 years
Expiration period	10 years
Compensation expense	$ 3,200	7,100
Compensation expense, net of tax	2,700	5,400
Fair value of shares vested	12,200	16,500
Proceeds from stock option exercises	70,700
Actual tax benefit realized for the tax deduction from option exercises	14,900
Unrecognized compensation cost expected to be recognized in future periods	$ 5,100
Weighted-average period over which compensation cost is expected to be recognized	1 year 2 months 12 days
Stock options | Selling, research & development and administrative expenses
STOCK-BASED COMPENSATION
Compensation expense	$ 2,700	5,700
Restricted stock units
STOCK-BASED COMPENSATION
Compensation expense	9,800	3,800
Actual tax benefit realized for the tax deduction from option exercises	704
Unrecognized compensation cost expected to be recognized in future periods	$ 39,700
Weighted-average period over which compensation cost is expected to be recognized	2 years 3 months 18 days
Weighted-Average Grant-Date Fair Value
Fair value of units vested	$ 4,100	2,500
Intrinsic value of units vested	$ 4,800	$ 3,000
Restricted stock units (time-based)
STOCK-BASED COMPENSATION
Award vesting period	3 years
Restricted stock unit activity
Balance at the beginning of the period (in shares)	261,487
Granted (in shares)	157,312
Vested (in shares)	(46,512)
Forfeited (in shares)	(4,191)
Balance at the end of the period (in shares)	368,096
Weighted-Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 91.78
Granted (in dollars per share)	90.64
Vested (in dollars per share)	87.42
Forfeited (in dollars per share)	104.25
Nonvested at the end of the period (in dollars per share)	$ 91.70
Restricted stock units (performance-based)
STOCK-BASED COMPENSATION
Award vesting period	3 years
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)	1.30%	1.43%
Expected Stock Price Volatility (as a percent)	16.50%	12.30%
Risk-free Interest Rate (as a percent)	2.19%	2.42%
Assumptions used to estimate fair value of restricted stock units granted
Fair value per stock award (in dollars per share)	$ 134.97	$ 128.70
Grant date stock price (in dollars per share)	$ 104.51	$ 89.42
Expected Stock Price Volatility (as a percent)	16.50%	12.30%
Expected average volatility of peer companies (as a percent)	31.90%	27.50%
Correlation assumption (as a percent)	37.40%	20.20%
Risk-free Interest Rate (as a percent)	2.19%	2.42%
Dividend Yield (as a percent)	1.30%	1.43%
Restricted stock unit activity
Balance at the beginning of the period (in shares)	69,990
Granted (in shares)	123,246
Forfeited (in shares)	(62)
Balance at the end of the period (in shares)	193,174
Weighted-Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 111.55
Granted (in dollars per share)	119.35
Forfeited (in dollars per share)	120.61
Nonvested at the end of the period (in dollars per share)	$ 116.52
Stock Awards Plans | Stock options
STOCK-BASED COMPENSATION
Weighted-average fair value of stock options granted (in dollars per share)		$ 14.82
Assumptions used to estimate fair value of stock options granted
Dividend Yield (as a percent)		1.50%
Expected Stock Price Volatility (as a percent)		14.20%
Risk-free Interest Rate (as a percent)		2.80%
Expected Life of Option (years)		6 years 7 months 6 days
Stock options activity
Outstanding at the beginning of the period (in shares)	6,761,055
Exercised (in shares)	(1,212,250)
Forfeited or expired (in shares)	(110,744)
Outstanding at the end of the period (in shares)	5,438,061
Exercisable at the end of the period (in shares)	4,632,475
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 65.76
Exercised (in dollars per share)	57.05
Forfeited or expired (in dollars per share)	65.79
Outstanding at the end of the period (in dollars per share)	67.72
Exercisable at the end of the period (in dollars per share)	$ 65.35
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	5 years 9 months 18 days
Exercisable at the end of the period	5 years 3 months 18 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	$ 292,749
Exercisable at the end of the period	260,341
Intrinsic Value of Options Exercised	$ 65,944	$ 31,307
Assumptions used to estimate fair value of restricted stock units granted
Expected Stock Price Volatility (as a percent)		14.20%
Risk-free Interest Rate (as a percent)		2.80%
Dividend Yield (as a percent)		1.50%
Director Stock Option Plans | Stock options
Stock options activity
Outstanding at the beginning of the period (in shares)	155,200
Exercised (in shares)	(14,200)
Outstanding at the end of the period (in shares)	141,000
Exercisable at the end of the period (in shares)	141,000
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 58.13
Exercised (in dollars per share)	62.33
Outstanding at the end of the period (in dollars per share)	57.71
Exercisable at the end of the period (in dollars per share)	$ 57.71
Weighted-Average Remaining Contractual Term (Years):
Outstanding at the end of the period	3 years 7 months 6 days
Exercisable at the end of the period	3 years 7 months 6 days
Aggregate Intrinsic Value:
Outstanding at the end of the period	$ 9,001
Exercisable at the end of the period	9,001
Intrinsic Value of Options Exercised	$ 722	$ 1,608
Director Stock Option Plans | Restricted stock units
STOCK-BASED COMPENSATION
Award vesting period	1 year
Director Stock Option Plans | Restricted stock units (time-based)
Restricted stock unit activity
Balance at the end of the period (in shares)	14,257
New long-term incentive program
STOCK-BASED COMPENSATION
Compensation expense	$ 450	$ 136
Expected total expense related to program over the performance period	$ 3,000

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Earning per share
Authorized common stock (in shares)	199,000		199,000		199,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Income (Numerator)
Income available to common stockholders, basic (in dollars)	$ 73,915	$ 55,775	$ 136,919	$ 115,075
Income available to common stockholders, diluted (in dollars)	$ 73,915	$ 55,775	$ 136,919	$ 115,075
Shares (Denominator)
Basic (in shares)	63,471	62,402	63,219	62,266
Total average equivalent shares	66,232	64,850	65,842	64,640
Per Share Amount
Net income per share, basic (in dollars per share)	$ 1.16	$ 0.89	$ 2.17	$ 1.85
Net income per share, diluted (in dollars per share)	$ 1.12	$ 0.86	$ 2.08	$ 1.78
Stock options
Shares (Denominator)
Effect of dilutive stock based compensation (in shares)	2,533	2,358	2,411	2,293
Restricted stock units
Shares (Denominator)
Effect of dilutive stock based compensation (in shares)	228	90	212	81

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SEGMENT INFORMATION (Summary of Reportable Segments) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) segment	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Financial information regarding the Company's reportable segments
Number of reportable segments | segment			3
Net sales	$ 742,661	$ 710,608	$ 1,487,121	$ 1,413,958
Acquisition related costs	(1,281)	(2,563)	(1,281)	(2,563)
Total Restructuring Initiatives	1,737	18,214	11,267	24,150
Depreciation and amortization	47,867	40,101	95,356	81,276
Interest expense	(8,756)	(7,964)	(17,970)	(16,019)
Interest income	1,033	2,521	2,781	4,769
Income before Income Taxes	102,101	74,898	192,100	156,115
Capital Expenditures			124,774	91,753
Total Assets	3,588,716		3,588,716		$ 3,377,735
Employee severance
Financial information regarding the Company's reportable segments
Total Restructuring Initiatives			3,209
Business Transformation
Financial information regarding the Company's reportable segments
Total Restructuring Initiatives	1,700	18,200	11,300	24,200
Beauty + Home
Financial information regarding the Company's reportable segments
Net sales	342,080	368,536	709,739	746,709
Adjusted EBITDA	48,745	45,846	101,936	98,981
Total Restructuring Initiatives	1,259	14,631	9,528	19,647
Pharma
Financial information regarding the Company's reportable segments
Net sales	281,939	241,209	554,640	471,336
Adjusted EBITDA	101,650	86,353	199,007	166,193
Total Restructuring Initiatives	(113)	1,224	213	1,588
Food + Beverage
Financial information regarding the Company's reportable segments
Net sales	118,642	100,863	222,742	195,913
Adjusted EBITDA	20,944	18,063	37,635	30,802
Total Restructuring Initiatives	112	1,354	622	1,669
Corporate & Other
Financial information regarding the Company's reportable segments
Adjusted EBITDA	(10,630)	(9,043)	(23,385)	(20,622)
Total Restructuring Initiatives	479	1,005	904	1,246
Operating segment
Financial information regarding the Company's reportable segments
Net sales	752,925	716,863	1,505,649	1,426,103
Operating segment | Beauty + Home
Financial information regarding the Company's reportable segments
Net sales	349,253	374,161	722,756	757,624
Operating segment | Pharma
Financial information regarding the Company's reportable segments
Net sales	284,577	241,282	559,071	471,414
Operating segment | Food + Beverage
Financial information regarding the Company's reportable segments
Net sales	119,095	101,420	223,822	197,065
Intersegment
Financial information regarding the Company's reportable segments
Net sales	10,264	6,255	18,528	12,145
Intersegment | Beauty + Home
Financial information regarding the Company's reportable segments
Net sales	7,173	5,625	13,017	10,915
Intersegment | Pharma
Financial information regarding the Company's reportable segments
Net sales	2,638	73	4,431	78
Intersegment | Food + Beverage
Financial information regarding the Company's reportable segments
Net sales	$ 453	$ 557	$ 1,080	$ 1,152

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INSURANCE SETTLEMENT RECEIVABLE (Details) - France - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
INSURANCE SETTLEMENT RECEIVABLE
Insurance proceeds received		$ 3.4
Costs incurred related to fire	$ 6.1		$ 12.0
Insurance receivable		0.0
Estimated potential recoveries		$ 0.0
Expenses related to fire	$ 2.5		$ 4.0

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ACQUISITIONS (Details)					1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 05, 2019 USD ($)	May 31, 2019 USD ($)	Aug. 27, 2018 USD ($)	May 01, 2018 USD ($)	Jan. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	May 31, 2018 USD ($)
Acquisitions
Investment in unconsolidated affiliate										$ 10,000,000
Acquisition of business, net of cash received									$ 49,131,000	3,510,000
Acquisition related costs						$ (1,281,000)		$ (2,563,000)	(1,281,000)	$ (2,563,000)
Assets
Goodwill						737,422,000	$ 712,095,000		737,422,000		$ 712,095,000
Preferred equity stocks
Acquisitions
Cost method investments												$ 10,000,000.0
Carrying amount adjustments related to fair value adjustments
Investment impairment									0		0
Adjustment of carrying amount to expected sales proceeds							6,500,000
Gateway Analytical
Acquisitions
Acquisition of business, net of cash received		$ 7,000,000.0
Fair value of contingent consideration arrangement		$ 3,000,000.0
Nanopharm
Acquisitions
Acquisition of business, net of cash received	$ 38,100,000
Assets
Cash and equivalents	$ 1,800,000
Reboul
Acquisitions
Percentage of interest acquired				100.00%
Acquisition of business, net of cash received				$ 3,600,000
Assets
Cash and equivalents				$ 112,000
CSP Technologies
Acquisitions
Cost of acquired entity			$ 553,500,000
Restricted cash included in prepaid and other							$ 5,000,000.0				$ 5,000,000.0
Refund from working capital adjustment					$ 964,000
Assets
Cash and equivalents			24,053,000
Accounts receivable			20,847,000
Inventories			42,169,000
Prepaid and other			3,995,000
Property, plant and equipment			99,194,000
Goodwill			278,020,000			277,100,000			277,100,000
Intangible assets			177,120,000
Other miscellaneous assets			1,039,000
Liabilities
Current maturities of long-term obligations			129,000
Accounts payable and accrued liabilities			31,989,000
Long-term obligations			6,037,000
Deferred income taxes			38,442,000
Retirement and deferred compensation plans			1,038,000
Deferred and other non-current liabilities			15,344,000
Net assets acquired			$ 553,458,000
France | CSP Technologies
Acquisitions
Number of manufacturing plants acquired			1
United States | CSP Technologies
Acquisitions
Number of manufacturing plants acquired			2
Pharma | CSP Technologies
Assets
Goodwill						173,400,000			173,400,000
Food + Beverage | CSP Technologies
Assets
Goodwill						$ 103,700,000			$ 103,700,000

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ACQUISITIONS (Acquired Intangibles) (Details) - CSP Technologies $ in Thousands	Aug. 27, 2018 USD ($)
Acquired finite-lived intangible assets
Estimated Fair Value of Asset	$ 177,120
Acquired technology
Acquired finite-lived intangible assets
Weighted average useful life	12 years
Estimated Fair Value of Asset	$ 46,700
Customer relationships
Acquired finite-lived intangible assets
Weighted average useful life	16 years
Estimated Fair Value of Asset	$ 113,300
Trademarks and trade names
Acquired finite-lived intangible assets
Weighted average useful life	9 years
Estimated Fair Value of Asset	$ 14,600
License agreements and other
Acquired finite-lived intangible assets
Weighted average useful life	11 years
Estimated Fair Value of Asset	$ 2,520

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ACQUISITIONS (Pro Forma) (Details) - CSP Technologies - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Unaudited pro forma financial information
Net Sales	$ 748,106	$ 1,485,536
Net Income Attributable to AptarGroup, Inc.	$ 50,476	$ 110,592
Net Income per common share - basic	$ 0.81	$ 1.78
Net Income per common share - diluted	$ 0.78	$ 1.71

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RESTRUCTURING INITIATIVE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Restructuring reserve
Restructuring reserve, balance at the beginning of the period			$ 15,035
Expense recognized related to the plan	$ 1,737	$ 18,214	11,267	$ 24,150
Cash paid			(19,701)
Interest and FX impact			181
Restructuring reserve, balance at the end of the period	6,782		6,782
Employee severance
Restructuring reserve
Restructuring reserve, balance at the beginning of the period			3,934
Expense recognized related to the plan			3,209
Cash paid			(1,814)
Interest and FX impact			222
Restructuring reserve, balance at the end of the period	5,551		5,551
Professional fees and other costs
Restructuring reserve
Restructuring reserve, balance at the beginning of the period			11,101
Expense recognized related to the plan			8,058
Cash paid			(17,887)
Interest and FX impact			(41)
Restructuring reserve, balance at the end of the period	1,231		1,231
Business Transformation
Restructuring initiatives
Expected implementation costs	90,000		$ 90,000
Expected term of implementation costs			three years
Expected capital investments related to transformation plan	55,000		$ 55,000
Cumulative expense incurred	77,300		77,300
Restructuring reserve
Expense recognized related to the plan	1,700	18,200	11,300	24,200
Beauty + Home
Restructuring reserve
Expense recognized related to the plan	1,259	14,631	9,528	19,647
Pharma
Restructuring reserve
Expense recognized related to the plan	(113)	1,224	213	1,588
Food + Beverage
Restructuring reserve
Expense recognized related to the plan	112	1,354	622	1,669
Corporate & Other
Restructuring reserve
Expense recognized related to the plan	$ 479	$ 1,005	$ 904	$ 1,246