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 ~~SEPTEMBER~~JUNE 30, ~~2020~~2021

☐ 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, IL 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

☑

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 ~~October~~July 23, ~~2020,~~2021, was ~~64,722,498~~65,959,499 shares.

Table of Contents

AptarGroup, Inc.

Form 10-Q

Quarter Ended ~~September~~June 30, ~~2020~~2021

~~INDEX~~INDEX


Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income – Three and ~~Nine~~Six Months Ended ~~September~~June ~~30,~~3 0 , 2021 and 2020 ~~and 2019~~	1

	Condensed Consolidated Statements of Comprehensive Income – Three and Six ~~Nine~~Months Ended ~~September~~June 30 ~~30,~~, 2021 and 2020 ~~and 2019~~	2

	Condensed Consolidated Balance Sheets – ~~September~~June 30 ~~30, 2020~~, 2021 and December 31, ~~2019~~2020	3

	Condensed Consolidated Statements of Changes in Equity – Three and ~~Nine~~Six Months Ended ~~September~~June 30 ~~30,~~, 2021 and 2020 ~~and 2019~~	5

	Condensed Consolidated Statements of Cash Flows - ~~Nine~~Six Months Ended ~~September~~June 30 ~~30,~~, 2021 and 2020 ~~and 2019~~	7

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49

Item 4.	Controls and Procedures	49

Part II.	OTHER INFORMATION

~~Item 1A.~~	~~Risk Factors~~	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 6.	Exhibits	51

	Signature	52

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


In thousands, except per share amounts	In thousands, except per share amounts									In thousands, except per share amounts

		Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019


											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020

Net Sales	Net Sales	$	759,153	$	701,278	$	2,180,011	$	2,188,399	Net Sales	$	811,032	$	699,305	$	1,587,786	$	1,420,858
Operating Expenses:	Operating Expenses:									Operating Expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	Cost of sales (exclusive of depreciation and amortization shown below)	479,672		444,237		1,372,630		1,382,810		Cost of sales (exclusive of depreciation and amortization shown below)	523,050		441,702		1,011,755		892,958
Selling, research & development and administrative	Selling, research & development and administrative	121,850		111,559		371,407		346,526		Selling, research & development and administrative	140,913		123,365		275,261		249,557
Depreciation and amortization	Depreciation and amortization	55,179		49,218		162,414		144,574		Depreciation and amortization	57,790		56,429		115,228		107,235
Restructuring initiatives	Restructuring initiatives	3,415		6,019		15,585		17,286		Restructuring initiatives	4,876		7,331		8,548		12,170
		660,116		611,033		1,922,036		1,891,196
Total Operating Expenses										Total Operating Expenses	726,629		628,827		1,410,792		1,261,920
Operating Income	Operating Income	99,037		90,245		257,975		297,203		Operating Income	84,403		70,478		176,994		158,938

Other (Expense) Income:

Other Income (Expense):										Other Income (Expense):
Interest expense	Interest expense	(8,851)		(8,898)		(25,973)		(26,868)		Interest expense	(7,175)		(8,734)		(14,590)		(17,122)
Interest income	Interest income	249		957		599		3,738		Interest income	624		175		1,005		350
Net investment (loss) gain										Net investment (loss) gain	(1,611)		0		15,198		0
Equity in results of affiliates	Equity in results of affiliates	(256)		238		(1,383)		152		Equity in results of affiliates	81		(328)		(434)		(1,127)
Miscellaneous, net	Miscellaneous, net	(1,040)		(269)		(3,375)		148		Miscellaneous, net	(2,028)		(923)		(2,991)		(2,335)
		(9,898)		(7,972)		(30,132)		(22,830)

Total Other Expense										Total Other Expense	(10,109)		(9,810)		(1,812)		(20,234)

Income before Income Taxes	Income before Income Taxes	89,139		82,273		227,843		274,373		Income before Income Taxes	74,294		60,668		175,182		138,704


Provision for Income Taxes	Provision for Income Taxes	25,404		25,504		66,998		80,684		Provision for Income Taxes	19,020		18,808		35,969		41,594


Net Income	Net Income	$	63,735	$	56,769	$	160,845	$	193,689	Net Income	$	55,274	$	41,860	$	139,213	$	97,110

Net Income Attributable to Noncontrolling Interests		$	(19)	$	(19)	$	(37)	$	(20)


Net Loss (Income) Attributable to Noncontrolling Interests										Net Loss (Income) Attributable to Noncontrolling Interests	$	2	$	(21)	$	15	$	(18)

Net Income Attributable to AptarGroup, Inc.	Net Income Attributable to AptarGroup, Inc.	$	63,716	$	56,750	$	160,808	$	193,669	Net Income Attributable to AptarGroup, Inc.	$	55,276	$	41,839	$	139,228	$	97,092


Net Income Attributable to AptarGroup, Inc. per Common Share:	Net Income Attributable to AptarGroup, Inc. per Common Share:									Net Income Attributable to AptarGroup, Inc. per Common Share:
Basic	Basic	$	0.99	$	0.89	$	2.50	$	3.05	Basic	$	0.84	$	0.65	$	2.12	$	1.51
Diluted	Diluted	$	0.95	$	0.85	$	2.42	$	2.93	Diluted	$	0.81	$	0.63	$	2.05	$	1.47


Average Number of Shares Outstanding:	Average Number of Shares Outstanding:									Average Number of Shares Outstanding:
Basic	Basic	64,562		64,010		64,278		63,485		Basic	65,818		64,262		65,525		64,135
Diluted	Diluted	66,922		66,702		66,483		66,163		Diluted	68,086		66,384		67,869		66,246


Dividends per Common Share	Dividends per Common Share	$	0.36	$	0.36	$	1.08	$	1.06	Dividends per Common Share	$	0.38	$	0.36	$	0.74	$	0.72

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

Table of Contents

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


In thousands	In thousands									In thousands

		Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019


											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020

Net Income	Net Income	$	63,735	$	56,769	$	160,845	$	193,689	Net Income	$	55,274	$	41,860	$	139,213	$	97,110
Other Comprehensive Income (Loss):	Other Comprehensive Income (Loss):									Other Comprehensive Income (Loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	42,425		(42,540)		19,292		(42,737)		Foreign currency translation adjustments	21,109		19,096		(27,373)		(23,133)
Changes in derivative (losses) gains, net of tax		(147)		279		603		(593)
Changes in derivative gains (losses), net of tax										Changes in derivative gains (losses), net of tax	289		(733)		809		750
Defined benefit pension plan, net of tax	Defined benefit pension plan, net of tax									Defined benefit pension plan, net of tax
Actuarial gain, net of tax										Actuarial gain, net of tax	123		0		442		0

Amortization of prior service cost included in net income, net of tax	Amortization of prior service cost included in net income, net of tax	73		82		216		249		Amortization of prior service cost included in net income, net of tax	32		72		65		143
Amortization of net loss included in net income, net of tax	Amortization of net loss included in net income, net of tax	1,490		631		4,423		1,901		Amortization of net loss included in net income, net of tax	2,354		1,368		4,708		2,933
Total defined benefit pension plan, net of tax	Total defined benefit pension plan, net of tax	1,563		713		4,639		2,150		Total defined benefit pension plan, net of tax	2,509		1,440		5,215		3,076
Total other comprehensive income (loss)	Total other comprehensive income (loss)	43,841		(41,548)		24,534		(41,180)		Total other comprehensive income (loss)	23,907		19,803		(21,349)		(19,307)
Comprehensive Income	Comprehensive Income	107,576		15,221		185,379		152,509		Comprehensive Income	79,181		61,663		117,864		77,803
Comprehensive Income Attributable to Noncontrolling Interests		(28)		(7)		(47)		(8)
Comprehensive Loss (Income) Attributable to Noncontrolling Interests										Comprehensive Loss (Income) Attributable to Noncontrolling Interests	2		(22)		15		(19)
Comprehensive Income Attributable to AptarGroup, Inc.	Comprehensive Income Attributable to AptarGroup, Inc.	$	107,548	$	15,214	$	185,332	$	152,501	Comprehensive Income Attributable to AptarGroup, Inc.	$	79,183	$	61,641	$	117,879	$	77,784

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

Table of Contents

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


In thousands	In thousands					In thousands

		September 30, 2020		December 31, 2019

							June 30, 2021		December 31, 2020
Assets	Assets					Assets
Current Assets:
Cash and equivalents	Cash and equivalents	$	226,546	$	241,970	Cash and equivalents	$	291,495	$	300,137
Accounts and notes receivable, less current expected credit loss ("CECL") of $7,440 in 2020 and $3,626 in 2019		593,418		558,428
Short-term investments						Short-term investments	0		243
Total Cash and equivalents and Short-term investments						Total Cash and equivalents and Short-term investments	291,495		300,380
Accounts and notes receivable, less current expected credit loss ("CECL") of $5,601 in 2021 and $5,918 in 2020						Accounts and notes receivable, less current expected credit loss ("CECL") of $5,601 in 2021 and $5,918 in 2020	635,847		566,623
Inventories	Inventories	375,177		375,795		Inventories	429,440		379,379
Prepaid and other	Prepaid and other	132,055		115,048		Prepaid and other	135,672		122,613
		1,327,196		1,291,241
Property, Plant and Equipment:
Total Current Assets						Total Current Assets	1,492,454		1,368,995
Land						Land	30,761		28,334
Buildings and improvements	Buildings and improvements	551,164		504,328		Buildings and improvements	605,506		579,616
Machinery and equipment	Machinery and equipment	2,679,171		2,521,737		Machinery and equipment	2,829,642		2,808,623
		3,230,335		3,026,065
Property, Plant and Equipment, Gross						Property, Plant and Equipment, Gross	3,465,909		3,416,573
Less: Accumulated depreciation	Less: Accumulated depreciation	(2,117,684)		(1,963,520)		Less: Accumulated depreciation	(2,241,454)		(2,217,825)
		1,112,651		1,062,545
Land		27,248		25,133
		1,139,899		1,087,678
Other Assets:
Property, Plant and Equipment, Net						Property, Plant and Equipment, Net	1,224,455		1,198,748
Investments in equity securities	Investments in equity securities	46,995		8,396		Investments in equity securities	65,200		50,087
Goodwill	Goodwill	878,015		763,461		Goodwill	887,741		898,521
Intangible assets, net	Intangible assets, net	347,695		291,084		Intangible assets, net	322,015		344,309
Operating lease right-of-use assets	Operating lease right-of-use assets	72,269		72,377		Operating lease right-of-use assets	61,583		69,845
Miscellaneous	Miscellaneous	49,680		47,882		Miscellaneous	56,654		59,548
		1,394,654		1,183,200
Total Other Assets						Total Other Assets	1,393,193		1,422,310
Total Assets	Total Assets	$	3,861,749	$	3,562,119	Total Assets	$	4,110,102	$	3,990,053

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

Table of Contents

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


In thousands, except share and per share amounts	In thousands, except share and per share amounts					In thousands, except share and per share amounts

		September 30, 2020		December 31, 2019

							June 30, 2021		December 31, 2020
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current Liabilities:	Current Liabilities:					Current Liabilities:
Notes payable, revolving credit facility and overdrafts	Notes payable, revolving credit facility and overdrafts	$	95,200	$	44,259	Notes payable, revolving credit facility and overdrafts	$	2,965	$	52,200
Current maturities of long-term obligations, net of unamortized debt issuance costs	Current maturities of long-term obligations, net of unamortized debt issuance costs	66,056		65,988		Current maturities of long-term obligations, net of unamortized debt issuance costs	67,243		65,666
Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities	625,865		573,028		Accounts payable, accrued and other liabilities	712,358		662,463
		787,121		683,275
Total Current Liabilities						Total Current Liabilities	782,566		780,329
Long-Term Obligations, net of unamortized debt issuance costs	Long-Term Obligations, net of unamortized debt issuance costs	1,039,935		1,085,453		Long-Term Obligations, net of unamortized debt issuance costs	1,048,928		1,054,998
Deferred Liabilities and Other:
Deferred income taxes	Deferred income taxes	40,120		41,388		Deferred income taxes	26,183		37,242
Retirement and deferred compensation plans	Retirement and deferred compensation plans	116,886		101,225		Retirement and deferred compensation plans	151,260		145,959
Operating lease liabilities	Operating lease liabilities	54,899		55,276		Operating lease liabilities	45,769		52,212
Deferred and other non-current liabilities	Deferred and other non-current liabilities	62,833		23,250		Deferred and other non-current liabilities	68,733		68,528
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
		274,738		221,139
Stockholders’ Equity:
Total Deferred Liabilities and Other						Total Deferred Liabilities and Other	291,945		303,941
AptarGroup, Inc. stockholders’ equity	AptarGroup, Inc. stockholders’ equity					AptarGroup, Inc. stockholders’ equity
Common stock, $.01 par value, 199 million shares authorized, 69.3 and 68.6 million shares issued as of September 30, 2020 and December 31, 2019, respectively		693		686
Common stock, $.01 par value, 199 million shares authorized, 70.2 and 69.5 million shares issued as of June 30, 2021 and December 31, 2020, respectively						Common stock, $.01 par value, 199 million shares authorized, 70.2 and 69.5 million shares issued as of June 30, 2021 and December 31, 2020, respectively	702		695
Capital in excess of par value	Capital in excess of par value	827,273		770,596		Capital in excess of par value	898,382		849,161
Retained earnings	Retained earnings	1,613,891		1,523,820		Retained earnings	1,734,638		1,643,825
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(317,424)		(341,948)		Accumulated other comprehensive loss	(303,058)		(281,709)
Less: Treasury stock at cost, 4.6 and 4.8 million shares as of September 30, 2020 and December 31, 2019, respectively		(364,861)		(381,238)
Less: Treasury stock at cost, 4.3 and 4.5 million shares as of June 30, 2021 and December 31, 2020, respectively						Less: Treasury stock at cost, 4.3 and 4.5 million shares as of June 30, 2021 and December 31, 2020, respectively	(344,382)		(361,583)
Total AptarGroup, Inc. Stockholders’ Equity	Total AptarGroup, Inc. Stockholders’ Equity	1,759,572		1,571,916		Total AptarGroup, Inc. Stockholders’ Equity	1,986,282		1,850,389
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	383		336		Noncontrolling interests in subsidiaries	381		396
Total Stockholders’ Equity	Total Stockholders’ Equity	1,759,955		1,572,252		Total Stockholders’ Equity	1,986,663		1,850,785
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	3,861,749	$	3,562,119	Total Liabilities and Stockholders’ Equity	$	4,110,102	$	3,990,053

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

Table of Contents

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


In thousands	In thousands																					In thousands

Three Months Ended	Three Months Ended	AptarGroup, Inc. Stockholders’ Equity																				Three Months Ended	AptarGroup, Inc. Stockholders’ Equity
September 30, 2020 and 2019		Retained Earnings		Accumulated Other Comprehensive (Loss) Income				Common Stock Par Value		Treasury Stock				Capital in Excess of Par Value		Non- Controlling Interest				Total Equity

Balance - June 30, 2019		$	1,464,607			$	(310,136)					$	683					$	(317,380)					$	743,332				$	316		$	1,581,422
June 30, 2021 and 2020																						June 30, 2021 and 2020	Retained Earnings					Accumulated Other Comprehensive (Loss) Income			Common Stock Par Value					Treasury Stock				Capital in Excess of Par Value				Non- Controlling Interest				Total Equity

Balance - March 31, 2020																						Balance - March 31, 2020				$	1,554,665							$	(381,058)			$	689			$	(372,573)			$	785,567			$	333	$	1,587,623
Net income	Net income	56,750		—				—		—				—		19				56,769		Net income	41,839					—			—					—				—				21				41,860

Foreign currency translation adjustments	Foreign currency translation adjustments	—		(42,528)				—		—				—		(12)				(42,540)		Foreign currency translation adjustments	—					19,095			—					—				—				1				19,096
Changes in unrecognized pension gains (losses) and related amortization, net of tax	Changes in unrecognized pension gains (losses) and related amortization, net of tax	—		713				—		—				—		—				713		Changes in unrecognized pension gains (losses) and related amortization, net of tax	—					1,440			—					—				—				—				1,440
Changes in derivative gains (losses), net of tax	Changes in derivative gains (losses), net of tax	—		279				—		—				—		—				279		Changes in derivative gains (losses), net of tax	—					(733)			—					—				—				—				(733)
Stock awards and option exercises	Stock awards and option exercises	—		—				2		2,512				13,656		—				16,170		Stock awards and option exercises	—					—			1					1,867				17,944				—				19,812
Cash dividends declared on common stock	Cash dividends declared on common stock	(23,057)		—				—		—				—		—				(23,057)		Cash dividends declared on common stock	(23,112)					—			—					—				—				—				(23,112)
Treasury stock purchased		—		—				—		(35,777)				—		—				(35,777)
Balance - September 30, 2019		$	1,498,300	$	(351,672)			$	685	$	(350,645)			$	756,988	$	323			$	1,553,979


Balance - June 30, 2020	Balance - June 30, 2020	$	1,573,392	$	(361,256)			$	690	$	(370,706)			$	803,511	$	355			$	1,645,986	Balance - June 30, 2020	$	1,573,392				$	(361,256)		$	690				$	(370,706)			$	803,511			$	355			$	1,645,986
Net income		63,716		—				—		—				—		19				63,735

Balance - March 31, 2021																						Balance - March 31, 2021	$	1,704,336				$	(326,965)		$	700				$	(352,282)			$	874,623			$	383			$	1,900,795
Net income (loss)																						Net income (loss)	55,276					—			—					—				—				(2)				55,274

Foreign currency translation adjustments	Foreign currency translation adjustments	—		42,416				—		—				—		9				42,425		Foreign currency translation adjustments	—					21,109			—					—				—				—				21,109
Changes in unrecognized pension gains (losses) and related amortization, net of tax	Changes in unrecognized pension gains (losses) and related amortization, net of tax	—		1,563				—		—				—		—				1,563		Changes in unrecognized pension gains (losses) and related amortization, net of tax	—					2,509			—					—				—				—				2,509
Changes in derivative gains (losses), net of tax	Changes in derivative gains (losses), net of tax	—		(147)				—		—				—		—				(147)		Changes in derivative gains (losses), net of tax	—					289			—					—				—				—				289
Stock awards and option exercises	Stock awards and option exercises	—		—				3		5,845				23,762		—				29,610		Stock awards and option exercises	—					—			2					7,900				23,759				—				31,661
Cash dividends declared on common stock	Cash dividends declared on common stock	(23,217)		—				—		—				—		—				(23,217)		Cash dividends declared on common stock	(24,974)					—			—					—				—				—				(24,974)
Balance - September 30, 2020		$	1,613,891	$	(317,424)			$	693	$	(364,861)			$	827,273	$	383			$	1,759,955
Balance - June 30, 2021																						Balance - June 30, 2021	$	1,734,638				$	(303,058)		$	702				$	(344,382)			$	898,382			$	381			$	1,986,663

Table of Contents


In thousands	In thousands																					In thousands

Nine Months Ended		AptarGroup, Inc. Stockholders’ Equity
September 30, 2020 and 2019		Retained Earnings		Accumulated Other Comprehensive (Loss) Income				Common Stock Par Value		Treasury Stock				Capital in Excess of Par Value		Non- Controlling Interest				Total Equity

Balance - December 31, 2018		$	1,371,826			$	(310,504)					$	673					$	(318,208)					$	678,769				$	315		$	1,422,871
Net income		193,669		—				—		—				—		20				193,689
Foreign currency translation adjustments		—		(42,725)				—		—				—		(12)				(42,737)
Changes in unrecognized pension gains (losses) and related amortization, net of tax		—		2,150				—		—				—		—				2,150
Changes in derivative gains (losses), net of tax		—		(593)				—		—				—		—				(593)
Stock awards and option exercises		—		—				12		22,436				78,219		—				100,667
Cash dividends declared on common stock		(67,195)		—				—		—				—		—				(67,195)
Treasury stock purchased		—		—				—		(54,873)				—		—				(54,873)
Balance - September 30, 2019		$	1,498,300	$	(351,672)			$	685	$	(350,645)			$	756,988	$	323			$	1,553,979

Six Months Ended																						Six Months Ended	AptarGroup, Inc. Stockholders’ Equity
June 30, 2021 and 2020																						June 30, 2021 and 2020	Retained Earnings					Accumulated Other Comprehensive (Loss) Income			Common Stock Par Value					Treasury Stock				Capital in Excess of Par Value				Non- Controlling Interest				Total Equity

Balance - December 31, 2019	Balance - December 31, 2019	$	1,523,820	$	(341,948)			$	686	$	(381,238)			$	770,596	$	336			$	1,572,252	Balance - December 31, 2019				$	1,523,820							$	(341,948)			$	686			$	(381,238)			$	770,596			$	336	$	1,572,252
Net income	Net income	160,808		—				—		—				—		37				160,845		Net income	97,092					—			—					—				—				18				97,110
Adoption of CECL standard	Adoption of CECL standard	(1,377)		—				—		—				—		—				(1,377)		Adoption of CECL standard	(1,377)					—			—					—				—				—				(1,377)
Foreign currency translation adjustments	Foreign currency translation adjustments	—		19,282				—		—				—		10				19,292		Foreign currency translation adjustments	—					(23,134)			—					—				—				1				(23,133)
Changes in unrecognized pension gains (losses) and related amortization, net of tax	Changes in unrecognized pension gains (losses) and related amortization, net of tax	—		4,639				—		—				—		—				4,639		Changes in unrecognized pension gains (losses) and related amortization, net of tax	—					3,076			—					—				—				—				3,076
Changes in derivative gains (losses), net of tax	Changes in derivative gains (losses), net of tax	—		603				—		—				—		—				603		Changes in derivative gains (losses), net of tax	—					750			—					—				—				—				750
Stock awards and option exercises	Stock awards and option exercises	—		—				7		16,377				56,677		—				73,061		Stock awards and option exercises	—					—			4					10,532				32,915				—				43,451
Cash dividends declared on common stock	Cash dividends declared on common stock	(69,360)		—				—		—				—		—				(69,360)		Cash dividends declared on common stock	(46,143)					—			—					—				—				—				(46,143)
Balance - September 30, 2020		$	1,613,891	$	(317,424)			$	693	$	(364,861)			$	827,273	$	383			$	1,759,955

Balance - June 30, 2020																						Balance - June 30, 2020	$	1,573,392				$	(361,256)		$	690				$	(370,706)			$	803,511			$	355			$	1,645,986

Balance - December 31, 2020																						Balance - December 31, 2020	$	1,643,825				$	(281,709)		$	695				$	(361,583)			$	849,161			$	396			$	1,850,785
Net income (loss)																						Net income (loss)	139,228					—			—					—				—				(15)				139,213

Foreign currency translation adjustments																						Foreign currency translation adjustments	—					(27,373)			—					—				—				—				(27,373)
Changes in unrecognized pension gains (losses) and related amortization, net of tax																						Changes in unrecognized pension gains (losses) and related amortization, net of tax	—					5,215			—					—				—				—				5,215
Changes in derivative gains (losses), net of tax																						Changes in derivative gains (losses), net of tax						809			—					—				—				—				809
Stock awards and option exercises																						Stock awards and option exercises	—					—			7					17,201				49,221				—				66,429
Cash dividends declared on common stock																						Cash dividends declared on common stock	(48,415)					—			—					—				—				—				(48,415)
Balance - June 30, 2021																						Balance - June 30, 2021	$	1,734,638				$	(303,058)		$	702				$	(344,382)			$	898,382			$	381			$	1,986,663

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

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AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


In thousands, brackets denote cash outflows	In thousands, brackets denote cash outflows					In thousands, brackets denote cash outflows

Nine Months Ended September 30,		2020		2019


Six Months Ended June 30,						Six Months Ended June 30,	2021		2020

Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income	Net income	$	160,845	$	193,689	Net income	$	139,213	$	97,110
Adjustments to reconcile net income to net cash provided by operations:	Adjustments to reconcile net income to net cash provided by operations:					Adjustments to reconcile net income to net cash provided by operations:
Depreciation	Depreciation	132,394		124,787		Depreciation	95,606		86,901
Amortization	Amortization	30,020		19,787		Amortization	19,622		20,334
Stock-based compensation	Stock-based compensation	26,191		18,075		Stock-based compensation	21,805		17,603
Provision for CECL	Provision for CECL	2,345		930		Provision for CECL	(240)		1,089
Loss on disposition of fixed assets		475		303
Loss (gain) on disposition of fixed assets						Loss (gain) on disposition of fixed assets	5		(46)
Gain on remeasurement of equity securities						Gain on remeasurement of equity securities	(15,198)		0
Deferred income taxes	Deferred income taxes	(2,591)		5,948		Deferred income taxes	(6,865)		9
Defined benefit plan expense	Defined benefit plan expense	17,442		11,517		Defined benefit plan expense	14,650		11,550
Equity in results of affiliates	Equity in results of affiliates	1,383		(152)		Equity in results of affiliates	434		1,127
Change in fair value of contingent consideration	Change in fair value of contingent consideration	4,270		0		Change in fair value of contingent consideration	1,950		0
Changes in balance sheet items, excluding effects from foreign currency adjustments:	Changes in balance sheet items, excluding effects from foreign currency adjustments:					Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts and other receivables	Accounts and other receivables	(31,871)		724		Accounts and other receivables	(76,735)		(25,625)
Inventories	Inventories	3,937		(16,025)		Inventories	(55,873)		(13,241)
Prepaid and other current assets	Prepaid and other current assets	(15,932)		(1,721)		Prepaid and other current assets	(19,793)		(16,936)
Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities	64,113		15,047		Accounts payable, accrued and other liabilities	69,139		64,620
Income taxes payable	Income taxes payable	(4,865)		6,729		Income taxes payable	(5,261)		(8,446)
Retirement and deferred compensation plan liabilities	Retirement and deferred compensation plan liabilities	(1,569)		(935)		Retirement and deferred compensation plan liabilities	(9,657)		(5,916)
Other changes, net	Other changes, net	(5,160)		1,678		Other changes, net	2,779		(2,447)
Net Cash Provided by Operations	Net Cash Provided by Operations	381,427		380,381		Net Cash Provided by Operations	175,581		227,686
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures	Capital expenditures	(173,365)		(186,841)		Capital expenditures	(137,039)		(122,986)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	2,845		3,658		Proceeds from sale of property, plant and equipment	4,571		4,130
Maturity of short-term investment						Maturity of short-term investment	243		0
Acquisition of business, net of cash acquired and release of escrow	Acquisition of business, net of cash acquired and release of escrow	(164,181)		(49,062)		Acquisition of business, net of cash acquired and release of escrow	(4,834)		(159,570)
Acquisition of intangible assets, net	Acquisition of intangible assets, net	(3,690)		(4,621)		Acquisition of intangible assets, net	0		(3,612)
Investment in equity securities	Investment in equity securities	(38,455)		(3,530)		Investment in equity securities	0		(34,044)
Proceeds from sale of investment in equity securities		0		16,487

Notes receivable, net	Notes receivable, net	(1,046)		(89)		Notes receivable, net	(29)		(1,045)
Net Cash Used by Investing Activities	Net Cash Used by Investing Activities	(377,892)		(223,998)		Net Cash Used by Investing Activities	(137,088)		(317,127)
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from notes payable and overdrafts	Proceeds from notes payable and overdrafts	19,191		36,893		Proceeds from notes payable and overdrafts	7,410		14,464
Repayments of notes payable and overdrafts	Repayments of notes payable and overdrafts	(33,162)		(41,145)		Repayments of notes payable and overdrafts	(4,615)		(27,788)
Proceeds and repayments of short term revolving credit facility, net		70,000		(47,253)
Repayments and proceeds of short term revolving credit facility, net						Repayments and proceeds of short term revolving credit facility, net	(52,000)		125,000
Proceeds from long-term obligations	Proceeds from long-term obligations	1,316		10,524		Proceeds from long-term obligations	7,888		1,316
Repayments of long-term obligations	Repayments of long-term obligations	(63,052)		(64,924)		Repayments of long-term obligations	(7,001)		(4,067)
Credit facility costs						Credit facility costs	(1,718)		0
Payment of contingent consideration obligation	Payment of contingent consideration obligation	(2,765)		0		Payment of contingent consideration obligation	0		(1,500)
Dividends paid	Dividends paid	(69,360)		(67,195)		Dividends paid	(48,415)		(46,143)
Proceeds from stock option exercises	Proceeds from stock option exercises	51,098		81,815		Proceeds from stock option exercises	53,038		30,058
Purchase of treasury stock		0		(54,873)
Net Cash Used by Financing Activities		(26,734)		(146,158)

Net Cash (Used) Provided by Financing Activities						Net Cash (Used) Provided by Financing Activities	(45,413)		91,340
Effect of Exchange Rate Changes on Cash	Effect of Exchange Rate Changes on Cash	7,605		(6,471)		Effect of Exchange Rate Changes on Cash	(6,555)		8,522
Net (Decrease) Increase in Cash and Equivalents and Restricted Cash	Net (Decrease) Increase in Cash and Equivalents and Restricted Cash	(15,594)		3,754		Net (Decrease) Increase in Cash and Equivalents and Restricted Cash	(13,475)		10,421
Cash and Equivalents and Restricted Cash at Beginning of Period	Cash and Equivalents and Restricted Cash at Beginning of Period	246,973		266,823		Cash and Equivalents and Restricted Cash at Beginning of Period	304,970		246,973
Cash and Equivalents and Restricted Cash at End of Period	Cash and Equivalents and Restricted Cash at End of Period	$	231,379	$	270,577	Cash and Equivalents and Restricted Cash at End of Period	$	291,495	$	257,394

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Restricted cash included in the line item prepaid and other on the Condensed Consolidated Balance Sheets as shown below represents amounts held in escrow related to the Fusion Acquisition and the Noble ~~and Fusion Acquisitions (as defined herein).~~Acquisition.


Nine Months Ended September 30,		2020		2019

Six Months Ended June 30,						Six Months Ended June 30,	2021		2020

Cash and equivalents	Cash and equivalents	$	226,546	$	270,577	Cash and equivalents	$	291,495	$	247,656
Restricted cash included in prepaid and other	Restricted cash included in prepaid and other	4,833		0		Restricted cash included in prepaid and other	0		9,738
Total Cash and Equivalents and Restricted Cash shown in the Statement of Cash Flows	Total Cash and Equivalents and Restricted Cash shown in the Statement of Cash Flows	$	231,379	$	270,577	Total Cash and Equivalents and Restricted Cash shown in the Statement of Cash Flows	$	291,495	$	257,394

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

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

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, ~~2019~~2020 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, ~~2019.~~2020. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian ~~subsidiaries~~subsidiary pursuant to U.S. GAAP. We have changed the functional currency from the Argentinian peso to the U.S. dollar. We remeasure our peso denominated assets and liabilities using the official rate. In September 2019, the President of Argentina reinstituted exchange controls restricting foreign currency purchases in an attempt to stabilize Argentina’s financial markets. As a result of these currency controls, a legal mechanism known as the Blue Chip Swap emerged in Argentina for reporting entities to transfer U.S. dollars. The Blue Chip Swap rate has diverged significantly from Argentina’s “official rate” due to the economic environment. During the second quarter of 2020, we transferred U.S. dollars into Argentina through the Blue Chip Swap method and we recognized a gain of $1.0 million. This gain helped to offset foreign currency losses due to our Argentinian peso exposure and devaluation against the U.S. dollar. ~~For the nine months ended September 30, 2020, our~~Our Argentinian operations contributed less than 2.0% of consolidated net assets and ~~revenues.~~revenues as of and for the six months ended June 30, 2021.

There ~~are~~continues to be many uncertainties regarding the current COVID-19 pandemic, including the ~~scope~~availability and adoption of ~~scientific and health issues, the anticipated duration~~approved vaccines within certain areas of the ~~pandemic~~world and the ~~extent~~potential for additional governmental actions that may be taken and/or extended in response to any further resurgence of ~~local and worldwide social, political and economic disruption it may cause. The pandemic has impacted certain markets within~~the virus. However, in contrast to the preceding year, we are currently seeing a limited impact on our business ~~operations~~related directly to the COVID-19 pandemic as economic activity and ~~financial results during the nine months ended September 30, 2020 including an overall reduction to net sales within those markets.~~customer and product mix are approaching pre-pandemic levels. NaN impairments were recorded as of ~~September~~June 30, ~~2020. While~~2021 related to the ~~disruption is currently expected to be temporary, there is uncertainty around the duration.~~COVID-19 pandemic. Due to ~~significant~~ uncertainty surrounding the situation, future results could ~~change~~be negatively affected by the pandemic and therefore our results could be materially impacted.

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.

Effective January 1, 2021, we adopted ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC's regulations, and no material impacts were noted.

Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, issued by the FASB in June 2016, as well as the clarifying amendments subsequently issued. We applied the guidance using a modified retrospective approach and accordingly recognized an amount of $1.4 million as the cumulative adjustment to opening retained earnings in the first quarter of 2020. This is based on management's best estimates of specific losses on individual exposures particularly on current trade receivables, as well as the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. On an ongoing basis, we will contemplate forward-looking economic conditions in recording lifetime expected credit losses for our financial assets measured at cost, such as our trade receivables and certain other assets.

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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 are required for the amount by which a reporting unit’s carrying amount exceeds its fair value up to the amount of its allocated goodwill. We adopted the standard on January 1, 2020 and did not record any impairment charges.

~~Table~~In August 2018, the FASB issued ASU 2018-13, which amends disclosure requirements for fair value measurements. The new standard modifies disclosure requirements including removing requirements to disclose the valuation process for Level 3 measurements and adding requirements to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of ~~Contents~~significant unobservable inputs used to develop Level 3 measurements. We adopted the standard on January 1, 2020 and no material impacts were noted.

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. We adopted the standard during the fourth quarter of 2020 and appropriate disclosures are included in the notes to the financial statements to the extent applicable. The provisions of the new standard do not have any effect on our financial statements.

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. We adopted the standard on January 1, 2020 and no material impacts were noted.

In August 2018, the FASB issued ASU 2018-13, which amends disclosure requirements for fair value measurements. The new standard modifies disclosure requirements including removing requirements to disclose the valuation process for Level 3 measurements and adding requirements to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. We adopted the standard on January 1, 2020 and no material impacts were noted.

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.

INCOME TAXES

We compute taxes on income in accordance with the tax rules and regulations of the many taxing authorities where the income is earned. The income tax rates imposed by these taxing authorities may vary substantially. Taxable income may differ from pre-tax income for financial accounting purposes. To the extent that these differences create ~~temporary~~timing 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.

We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. ~~Under current U.S. tax~~At June 30, 2021, under currently enacted laws, ~~all~~we do not have a balance of ~~our non-U.S.~~foreign earnings ~~are~~that will be subject to U.S. taxation. 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.

~~The Company is~~We are subject to ~~taxation~~the examination of our returns and ~~files income~~other tax ~~returns in~~matters by the U.S. ~~federal jurisdiction~~Internal Revenue Service and ~~many state~~other tax authorities and ~~foreign jurisdictions. The Company believes~~governmental bodies. We believe that an adequate provision ~~has been made~~ for any adjustments that may result from tax ~~examinations.~~examinations exists. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in ~~the Company’s~~our tax audits are resolved in a manner inconsistent with ~~its~~our expectations, ~~the Company~~we could be required to adjust its provision for income taxes in the period such resolution occurs. The resolution of each of these audits is not expected to be material to our Condensed Consolidated Financial Statements.

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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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is as follows:


		For the Three Months Ended September 30, 2020						For the Three Months Ended June 30, 2021
Segment	Segment	Europe	Domestic	Latin America	Asia	Total	Segment	Europe		Domestic		Latin America		Asia		Total
Pharma							Pharma	$	212,220	$	93,527	$	5,294	$	14,302	$	325,343
Beauty + Home	Beauty + Home	165,701	109,175	37,921	24,434	337,231	Beauty + Home	192,371		103,679		38,882		25,314		360,246
Pharma		206,376	92,932	4,846	11,604	315,758
Food + Beverage	Food + Beverage	29,688	60,439	6,668	9,369	106,164	Food + Beverage	32,402		71,974		11,885		9,182		125,443
Total	Total	401,765	262,546	49,435	45,407	759,153	Total	$	436,993	$	269,180	$	56,061	$	48,798	$	811,032

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	For the Three Months Ended June 30, 2020
Segment	Europe		Domestic		Latin America		Asia		Total
Pharma	$	201,813	$	81,098	$	6,987	$	11,361	$	301,259
Beauty + Home	152,412		94,349		29,893		23,132		299,786
Food + Beverage	27,841		54,478		6,489		9,452		98,260
Total	$	382,066	$	229,925	$	43,369	$	43,945	$	699,305

For the Three Months Ended September 30, 2019
Segment Europe Domestic Latin
America Asia Total
Beauty + Home $ 188,542 $ 75,931 $ 40,261 $ 23,448 $ 328,182
Pharma 174,252 78,259 6,366 10,374 269,251
Food + Beverage 28,718 57,307 8,058 9,762 103,845
Total $ 391,512 $ 211,497 $ 54,685 $ 43,584 $ 701,278


	For the Six Months Ended June 30, 2021
Segment	Europe		Domestic		Latin America		Asia		Total
Pharma	$	420,167	$	182,822	$	10,664	$	25,522	$	639,175
Beauty + Home	381,611		202,486		73,224		49,871		707,192
Food + Beverage	60,904		139,037		21,138		20,340		241,419
Total	$	862,682	$	524,345	$	105,026	$	95,733	$	1,587,786

For the Nine Months Ended September 30, 2020
Segment Europe Domestic Latin
America Asia Total
Beauty + Home $ 505,063 $ 285,369 $ 103,995 $ 67,150 $ 961,577
Pharma 598,319 264,995 18,412 32,487 914,213
Food + Beverage 86,298 172,507 21,191 24,225 304,221
Total $ 1,189,680 $ 722,871 $ 143,598 $ 123,862 $ 2,180,011


	For the Six Months Ended June 30, 2020
Segment	Europe		Domestic		Latin America		Asia		Total
Pharma	$	391,943	$	172,063	$	13,566	$	20,883	$	598,455
Beauty + Home	339,362		176,194		66,074		42,716		624,346
Food + Beverage	56,610		112,068		14,523		14,856		198,057
Total	$	787,915	$	460,325	$	94,163	$	78,455	$	1,420,858

For the Nine Months Ended September 30, 2019
Segment Europe Domestic Latin
America Asia Total
Beauty + Home $ 607,316 $ 236,883 $ 124,352 $ 69,370 $ 1,037,921
Pharma 549,080 226,073 21,100 27,638 823,891
Food + Beverage 92,015 177,587 25,153 31,832 326,587
Total $ 1,248,411 $ 640,543 $ 170,605 $ 128,840 $ 2,188,399

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 ~~or services are performed~~ 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 December 31, 2019		Balance as of September 30, 2020		Increase/ (Decrease)
									Balance as of December 31, 2020		Balance as of June 30, 2021		Increase/ (Decrease)
Contract asset (current)	Contract asset (current)	$	16,245	$	15,914	$	(331)	Contract asset (current)	$	16,109	$	20,864	$	4,755
Contract asset (long-term)		$	0	$	0	$	0

Contract liability (current)	Contract liability (current)	$	79,305	$	66,782	$	(12,523)	Contract liability (current)	87,188		101,299		14,111
Contract liability (long-term)	Contract liability (long-term)	$	9,779	$	22,035	$	12,256	Contract liability (long-term)	21,584		23,129		1,545

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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 ~~$59.6~~$49.9 million, including ~~$39.1~~$29.8 million relating to contract liabilities at the beginning of the year. Current contract assets and long-term contract assets are included within the Prepaid and Other and Miscellaneous assets, respectively, while current contract liabilities and long-term contract liabilities are included within Accounts Payable, Accrued and Other Liabilities and Deferred and Other Non-current Liabilities, respectively, within our Condensed Consolidated Balance Sheets.

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.

~~Table of Contents~~

Product Sales

We primarily manufacture and sell drug delivery, dispensing, sealing and active ~~packaging~~material science 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. AFor a majority of product sales, ~~are sold free on board (“FOB”) shipping point. For FOB shipping point shipments,~~ control of the goods transfers to the customer at the time of shipment of the goods. Once the goods are shipped, we are precluded from redirecting the shipment to another customer. Therefore, our performance obligation is satisfied at the time of shipment. For sales in which control transfers upon delivery, shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs and revenue is recorded upon final delivery to the customer location. 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. We believe this measurement provides a faithful depiction of the transfer of goods as the costs incurred reflect the value of the products produced.

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~~for 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~~tools 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. AtWe do not have any material extended warranties as of June 30, 2021 or December 31, ~~2019, $515 thousand~~2020.

Service Sales

We also provide services to our pharmaceutical customers. As with product sales, we recognize revenue based on completion of unearned revenue associated with outstanding contracts was reported in Accounts Payable, Accrued and Other Liabilities. At September 30, 2020, the unearned amount was $487 thousand. We expect to recognize approximately $55 thousandeach performance obligation of the ~~unearned amount during the remainder~~service contract.

Contract Costs

We do not incur significant costs to obtain or fulfill revenue contracts.

Table of ~~2020, $131 thousand in 2021, and $301 thousand thereafter.~~Contents

Credit Risk

We are exposed to credit losses primarily through our product sales, tooling sales and services to our customers. We assess each customer’s ability to pay for the products we sell by conducting a credit review. The credit review considers our expected billing exposure and timing for payment and the customer’s established credit rating or our assessment of the customer’s creditworthiness based on our analysis of their financial statements when a credit rating is not available. We also consider contract terms and conditions, country and political risks, and business strategy in our evaluation. A credit limit is established for each customer based on the outcome of this review.

We monitor our ongoing credit exposure through active review of customer balances against contract terms and due dates. Our activities include timely account reconciliation, dispute resolution and payment confirmation. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

~~At September 30, 2020, we reported $593 million of accounts receivable, net of CECL of $7.4 million. Changes in the allowance were not material for the nine months ended September 30, 2020.~~ Current uncertainty in credit and market conditions due to the COVID-19 pandemic may slow our collection efforts if customers experience significant difficulty accessing credit and paying their obligations, which may lead to higher than normal accounts receivable and increased CECL charges.

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NOTE 3 - INVENTORIES

Inventories, by component net of reserves, consisted of:


		September 30, 2020		December 31, 2019
							June 30, 2021		December 31, 2020
Raw materials	Raw materials	$	112,296	$	111,653	Raw materials	$	134,582	$	116,029
Work in process	Work in process	119,397		123,750		Work in process	135,695		115,870
Finished goods	Finished goods	143,484		140,392		Finished goods	159,163		147,480
Total	Total	$	375,177	$	375,795	Total	$	429,440	$	379,379

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by reporting segment since December 31, ~~2019~~2020 are as follows:


		Beauty + Home		Pharma		Food + Beverage		Corporate & Other		Total
													Pharma		Beauty + Home		Food + Beverage		Corporate & Other		Total
Goodwill	Goodwill	$	221,658	$	413,650	$	128,153	$	1,615	$	765,076	Goodwill	$	436,731	$	333,111	$	128,679	$	1,615	$	900,136
Accumulated impairment losses	Accumulated impairment losses	0		0		0		(1,615)		(1,615)		Accumulated impairment losses	0		0		0		(1,615)		(1,615)
Balance as of December 31, 2019		$	221,658	$	413,650	$	128,153	$	0	$	763,461
Acquisition		99,350		463		0		0		99,813
Balance as of December 31, 2020												Balance as of December 31, 2020	$	436,731	$	333,111	$	128,679	$	0	$	898,521

Foreign currency exchange effects	Foreign currency exchange effects	3,972		10,502		267		0		14,741		Foreign currency exchange effects	(7,427)		(3,167)		(186)		0		(10,780)
Goodwill	Goodwill	$	324,980	$	424,615	$	128,420	$	1,615	$	879,630	Goodwill	$	429,304	$	329,944	$	128,493	$	1,615	$	889,356
Accumulated impairment losses	Accumulated impairment losses	0		0		0		(1,615)		(1,615)		Accumulated impairment losses	0		0		0		(1,615)		(1,615)
Balance as of September 30, 2020		$	324,980	$	424,615	$	128,420	$	0	$	878,015
Balance as of June 30, 2021												Balance as of June 30, 2021	$	429,304	$	329,944	$	128,493	$	0	$	887,741

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The table below shows a summary of intangible assets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.


			September 30, 2020						December 31, 2019
																	June 30, 2021						December 31, 2020
Weighted Average Amortization Period (Years)	Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value		Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Amortized intangible assets:	Amortized intangible assets:														Amortized intangible assets:
Patents	Patents	7.4	$	2,795	(1,393)		$	1,402	$	2,804	$	(1,318)	$	1,486	Patents	13.8	$	2,822	$	(1,465)	$	1,357	$	2,861	$	(1,477)	$	1,384
Acquired technology	Acquired technology	12.9	107,529		(33,322)		74,207		100,511		(25,430)		75,081		Acquired technology	12.2	110,171		(41,264)		68,907		111,854		(36,943)		74,911
Customer relationships	Customer relationships	13.3	283,091		(50,048)		233,043		217,934		(33,924)		184,010		Customer relationships	13.5	284,613		(67,039)		217,574		286,644		(56,714)		229,930
Trademarks and trade names	Trademarks and trade names	6.3	45,285		(15,470)		29,815		35,015		(11,003)		24,012		Trademarks and trade names	6.8	45,653		(20,286)		25,367		46,174		(17,437)		28,737
License agreements and other	License agreements and other	19.1	18,693		(9,465)		9,228		16,153		(9,658)		6,495		License agreements and other	38.3	15,220		(6,410)		8,810		19,208		(9,861)		9,347
Total intangible assets	Total intangible assets	12.6	$	457,393	$	(109,698)	$	347,695	$	372,417	$	(81,333)	$	291,084	Total intangible assets	13.4	$	458,479	$	(136,464)	$	322,015	$	466,741	$	(122,432)	$	344,309

Aggregate amortization expense for the intangible assets above for the quarters ended ~~September~~June 30, 2021 and 2020 was $9,811 and ~~2019 was $9,686 and $7,399,~~$12,320, respectively. Aggregate amortization expense for the intangible assets above for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 was $19,622 and ~~2019 was $30,020 and $19,787,~~$20,334, respectively.

~~Table of Contents~~

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


2020		$	9,819	(remaining estimated amortization for 2020)
2021	2021	38,300			2021	$	19,989	(remaining estimated amortization for 2021)
2022	2022	38,020			2022	38,319
2023	2023	37,938			2023	38,236
2024 and thereafter		223,618
2024					2024	35,097
2025 and thereafter					2025 and thereafter	190,374

Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of ~~September~~June 30, ~~2020.~~2021.

NOTE 5 – INCOME TAXES

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings and related estimated full year-taxes, adjusted for the impact of discrete quarterly items.

The effective tax rate for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, was ~~28.5%~~25.6% and 31.0%. The lower reported effective tax rate for the three months ended ~~September~~June 30, ~~2020 was favorably impacted by~~2021 reflects additional ~~excess~~ tax benefits from employee stock-based compensation and a more favorable mix of ~~$1.4 million and benefits reflecting changes in the U.S. global intangible low taxed income ("U.S. GILTI") tax for the current year of $1.5 million.~~earnings.

The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively, was 20.5% and ~~2019 was 29.4%~~30.0%. The ~~nine month~~ effective tax ~~rates reflect a favorable impact from~~rate for the ~~excess~~six months ended June 30, 2021 reflects additional tax benefits from employee stock-based compensation and a more favorable mix of $8.7 million and $13.6 million, respectively, offset by the unfavorable impact from losses in jurisdictions where the tax benefit is not recognized and other discrete items of $5.1 million and $10.9 million, respectively.

earnings.

NOTE 6 – DEBT

Notes Payable, Revolving Credit Facility and Overdrafts

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our notes payable, revolving credit facility and overdrafts consisted of the following:

September 30,
2020 December 31,
2019
Notes payable 8% $ 200 $ 1,436
Revolving credit facility 1.46% 95,000 25,000
Overdrafts 5.68% - 7.82% 0 17,823
$ 95,200 $ 44,259


	June 30, 2021		December 31, 2020
Notes payable 0.0%	$	0	$	200
Revolving credit facility 1.45%	0		52,000
Overdrafts 4.15% to 6.70%	2,965		0
	$	2,965	$	52,200

~~We maintain a~~

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On June 30, 2021, we entered into an amended and restated multi-currency revolving credit facility ~~with 2 tranches that~~(the "revolving credit facility") to replace the existing facility (the "prior credit facility") maturing July 2022 and to amend and restate the unsecured term loan facility extended to our wholly-owned UK subsidiary under the prior credit facility (as amended, the "amended term facility"). The revolving credit facility matures in ~~July 2022 which~~June 2026, subject to a maximum of 2 one-year extensions in certain circumstances, and provides for unsecured financing of up to ~~$300~~$600 million ~~that is~~ available in the U.S. and ~~up to €150 million that is available~~ to our wholly-owned UK subsidiary. ~~$95.0~~The amended term facility matures in July 2022. The revolving credit facility can be drawn in various currencies including USD, EUR, GBP, and CHF to the equivalent of $600 million, which may be increased by up to $300 million subject to the satisfaction of certain conditions. As of June 30, 2021, 0 balance was utilized under the revolving credit facility and $112 million remained outstanding under the amended term facility. As of December 31, 2020, under our prior credit facility, we utilized $52.0 million under the U.S. revolving facility and 0 balance was utilized under ~~our~~the euro-based revolving credit ~~facility as of September 30, 2020. $25.0 million was utilized under our U.S. facility and 0 balance was utilized on our euro-based revolving credit facility as of December 31, 2019.~~facility.

There are 0 compensating balance requirements associated with our revolving credit facility. Each borrowing under the revolving credit facility will bear interest at rates based on LIBOR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The revolving credit facility provides mechanics relating to a transition away from LIBOR (in the case of USD) and the designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio.

~~Table~~In October 2020, we entered into an unsecured money market borrowing arrangement to provide short term financing of ~~Contents~~

up to $30 million that is available in the U.S. No borrowing on this facility is permitted over a quarter end date. As such, 0 balance was utilized under this arrangement as of June 30, 2021 or December 31, 2020.

Long-Term Obligations

At ~~September~~June 30, 2021 and December 31, 2020, our long-term obligations consisted of the following:


									June 30, 2021		December 31, 2020
		Principal		Unamortized Debt Issuance Costs		Net
Notes payable 0.00% – 10.90%, due in monthly and annual installments through 2028		$	13,993	$	0	$	13,993
Notes payable 0.00% – 10.91%, due in monthly and annual installments through 2028								Notes payable 0.00% – 10.91%, due in monthly and annual installments through 2028	$	17,754	$	14,002
Senior unsecured notes 3.2%, due in 2022	Senior unsecured notes 3.2%, due in 2022	75,000		44		74,956		Senior unsecured notes 3.2%, due in 2022	75,000		75,000
Senior unsecured debts 1.8% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		112,000		277		111,723
Senior unsecured debts 1.4% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022								Senior unsecured debts 1.4% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022	112,000		112,000
Senior unsecured notes 3.5%, due in 2023	Senior unsecured notes 3.5%, due in 2023	125,000		116		124,884		Senior unsecured notes 3.5%, due in 2023	125,000		125,000
Senior unsecured notes 1.0%, due in 2023	Senior unsecured notes 1.0%, due in 2023	117,230		312		116,918		Senior unsecured notes 1.0%, due in 2023	118,590		122,100
Senior unsecured notes 3.4%, due in 2024	Senior unsecured notes 3.4%, due in 2024	50,000		53		49,947		Senior unsecured notes 3.4%, due in 2024	50,000		50,000
Senior unsecured notes 3.5%, due in 2024	Senior unsecured notes 3.5%, due in 2024	100,000		116		99,884		Senior unsecured notes 3.5%, due in 2024	100,000		100,000
Senior unsecured notes 1.2%, due in 2024	Senior unsecured notes 1.2%, due in 2024	234,460		621		233,839		Senior unsecured notes 1.2%, due in 2024	237,180		244,200
Senior unsecured notes 3.6%, due in 2025	Senior unsecured notes 3.6%, due in 2025	125,000		134		124,866		Senior unsecured notes 3.6%, due in 2025	125,000		125,000
Senior unsecured notes 3.6%, due in 2026	Senior unsecured notes 3.6%, due in 2026	125,000		134		124,866		Senior unsecured notes 3.6%, due in 2026	125,000		125,000
Finance Lease Liabilities	Finance Lease Liabilities	30,115		—		30,115		Finance Lease Liabilities	32,021		30,025
		$	1,107,798	$	1,807	$	1,105,991
Unamortized debt issuance costs								Unamortized debt issuance costs	(1,374)		(1,663)
									$	1,116,171	$	1,120,664
Current maturities of long-term obligations	Current maturities of long-term obligations	(66,056)		—		(66,056)		Current maturities of long-term obligations	(67,243)		(65,666)
Total long-term obligations	Total long-term obligations	$	1,041,742	$	1,807	$	1,039,935	Total long-term obligations	$	1,048,928	$	1,054,998

~~At December 31, 2019, our long-term obligations consisted of the following:~~

Principal Unamortized Debt Issuance Costs Net
Notes payable 0.00% – 10.90%, due in monthly and annual installments through 2028 $ 19,220 $ 0 $ 19,220
Senior unsecured notes 3.2%, due in 2022 75,000 64 74,936
Senior unsecured debts 3.2% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022 168,000 390 167,610
Senior unsecured notes 3.5%, due in 2023 125,000 144 124,856
Senior unsecured notes 1.0%, due in 2023 112,170 356 111,814
Senior unsecured notes 3.4%, due in 2024 50,000 63 49,937
Senior unsecured notes 3.5%, due in 2024 100,000 144 99,856
Senior unsecured notes 1.2%, due in 2024 224,340 742 223,598
Senior unsecured notes 3.6%, due in 2025 125,000 169 124,831
Senior unsecured notes 3.6%, due in 2026 125,000 169 124,831
Finance Lease Liabilities 29,952 — 29,952
$ 1,153,682 $ 2,241 $ 1,151,441
Current maturities of long-term obligations (65,988) — (65,988)
Total long-term obligations $ 1,087,694 $ 2,241 $ 1,085,453

The aggregate long-term maturities, excluding finance lease liabilities, which are disclosed in Note 7, due annually from the current balance sheet date for the next five years ~~are $62,023, $134,772, $119,655, $510,581, $229 and $250,423 thereafter.~~are:


Year One	$	63,069
Year Two	136,740
Year Three	347,690
Year Four	287,609
Year Five	250,262
Thereafter	154

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Covenants

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

Requirement

Level at ~~September~~June 30, ~~2020~~2021

Consolidated Leverage Ratio (1)

Maximum of 3.50 to 1.00

~~1.81~~1.49 to 1.00

Consolidated Interest Coverage Ratio (1)

Minimum of 3.00 to 1.00

~~15.92~~18.93 to 1.00

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

NOTE 7 – LEASES

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 2034. 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”).

The components of lease expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019
											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020
Operating lease cost	Operating lease cost	$	6,076	$	6,001	$	17,171	$	17,442	Operating lease cost	$	6,044	$	5,841	$	11,833	$	11,095


Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	$	905	$	1,165	$	3,010	$	3,041	Amortization of right-of-use assets	$	1,099	$	906	$	2,075	$	2,105
Interest on lease liabilities	Interest on lease liabilities	$	356	$	344	$	1,073	$	984	Interest on lease liabilities	375		369		687		717
Total finance lease cost	Total finance lease cost	$	1,261	$	1,509	$	4,083	$	4,025	Total finance lease cost	$	1,474	$	1,275	$	2,762	$	2,822


Short-term lease and variable lease costs	Short-term lease and variable lease costs	$	2,466	$	1,757	$	7,344	$	6,027	Short-term lease and variable lease costs	$	2,444	$	2,430	$	5,572	$	4,878

Supplemental cash flow information related to leases was as follows:

Nine Months Ended September 30, 2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 17,060 $ 15,874
Operating cash flows from finance leases 1,089 877
Financing cash flows from finance leases 3,678 3,365

Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 19,255 $ 11,673
Finance leases 3,356 12,401


Six Months Ended June 30,	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,771	$	11,662
Operating cash flows from finance leases	716		704
Financing cash flows from finance leases	2,337		2,545

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	4,739	$	11,371
Finance leases	4,792		3,127

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NOTE 8 – RETIREMENT AND DEFERRED COMPENSATION PLANS

Effective January 1, 2021, our domestic noncontributory retirement plans were amended to provide that no individual who became an employee after December 31, 2020 could become a participant and that no employee whose employment terminated and who was rehired after December 31, 2020 may accrue benefits under the plan with respect to the period of employment which begins on the date that reemployment commences. These employees will instead be eligible for additional contribution to their defined contribution 401(k) employee savings plan. All domestic employees with hire/rehire dates prior to January 1, 2021 will still be eligible for the domestic pension plans and will still continue to accrue plan benefits after this date.

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Components of Net Periodic Benefit Cost:


		Domestic Plans				Foreign Plans
Three Months Ended September 30,		2020		2019		2020		2019
											Domestic Plans				Foreign Plans
Three Months Ended June 30,										Three Months Ended June 30,	2021		2020		2021		2020
Service cost	Service cost	$	3,570	$	2,772	$	1,867	$	1,429	Service cost	$	3,941	$	3,562	$	2,071	$	1,767
Interest cost	Interest cost	1,761		1,845		360		491		Interest cost	1,604		1,536		208		340
Expected return on plan assets	Expected return on plan assets	(3,062)		(3,095)		(671)		(581)		Expected return on plan assets	(3,064)		(2,702)		(721)		(631)
Amortization of net loss	Amortization of net loss	1,422		490		544		356		Amortization of net loss	2,501		1,294		591		514
Amortization of prior service cost	Amortization of prior service cost	0		0		101		111		Amortization of prior service cost	0		0		44		95
Net periodic benefit cost	Net periodic benefit cost	$	3,691	$	2,012	$	2,201	$	1,806	Net periodic benefit cost	$	4,982	$	3,690	$	2,193	$	2,085


	Domestic Plans				Foreign Plans
Six Months Ended June 30,	2021		2020		2021		2020
Service cost	$	8,168	$	7,139	$	4,149	$	3,535
Interest cost	3,215		3,523		426		680
Expected return on plan assets	(6,137)		(6,124)		(1,444)		(1,265)
Amortization of net loss	5,004		2,842		1,180		1,028
Amortization of prior service cost	0		0		89		192
Net periodic benefit cost	$	10,250	$	7,380	$	4,400	$	4,170

Domestic Plans Foreign Plans
Nine Months Ended September 30, 2020 2019 2020 2019
Service cost $ 10,709 $ 8,320 $ 5,402 $ 4,334
Interest cost 5,284 5,536 1,040 1,487
Expected return on plan assets (9,186) (9,284) (1,936) (1,759)
Amortization of net loss 4,264 1,468 1,572 1,078
Amortization of prior service cost 0 0 293 337
Net periodic benefit cost $ 11,071 $ 6,040 $ 6,371 $ 5,477

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

Condensed Consolidated Statements of Income.

EMPLOYER CONTRIBUTIONS

~~Although we~~We currently have 0 minimum funding requirements for our domestic and foreign ~~plans, we~~plans. We contributed ~~$204 thousand~~$1.0 million to our ongoing domestic supplemental ~~employee~~executive retirement plan (SERP) annuity contracts during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and we do not expect additional significant ~~contributions~~payments during ~~2020.~~2021. We have contributed approximately ~~$1.6~~$2.3 million to our foreign defined benefit plans during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and do not expect additional significant contributions during ~~2020.~~

2021.

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

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

Foreign Currency Defined Benefit Pension Plans Derivatives Total
Balance - December 31, 2018 $ (248,401) $ (60,463) $ (1,640) $ (310,504)
Other comprehensive (loss) income before reclassifications (42,725) 0 11,806 (30,919)
Amounts reclassified from accumulated other comprehensive income (loss) 0 2,150 (12,399) (10,249)
Net current-period other comprehensive (loss) income (42,725) 2,150 (593) (41,168)
Balance - September 30, 2019 $ (291,126) $ (58,313) $ (2,233) $ (351,672)

Balance - December 31, 2019 $ (257,124) $ (83,147) $ (1,677) $ (341,948)
Other comprehensive income (loss) before reclassifications 19,282 0 (4,342) 14,940
Amounts reclassified from accumulated other comprehensive income 0 4,639 4,945 9,584
Net current-period other comprehensive income 19,282 4,639 603 24,524
Balance - September 30, 2020 $ (237,842) $ (78,508) $ (1,074) $ (317,424)


	Foreign Currency		Defined Benefit Pension Plans		Derivatives		Total
Balance - December 31, 2019	$	(257,124)	$	(83,147)	$	(1,677)	$	(341,948)
Other comprehensive (loss) income before reclassifications	(23,134)		0		1,758		(21,376)
Amounts reclassified from accumulated other comprehensive income (loss)	0		3,076		(1,008)		2,068
Net current-period other comprehensive (loss) income	(23,134)		3,076		750		(19,308)
Balance - June 30, 2020	$	(280,258)	$	(80,071)	$	(927)	$	(361,256)

Balance - December 31, 2020	$	(178,025)	$	(102,322)	$	(1,362)	$	(281,709)
Other comprehensive (loss) income before reclassifications	(27,373)		442		4,066		(22,865)
Amounts reclassified from accumulated other comprehensive income (loss)	0		4,773		(3,257)		1,516
Net current-period other comprehensive (loss) income	(27,373)		5,215		809		(21,349)
Balance - June 30, 2021	$	(205,398)	$	(97,107)	$	(553)	$	(303,058)

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Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:


Details about Accumulated Other Comprehensive Income Components	Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line in the Statement Where Net Income is Presented	Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line in the Statement Where Net Income is Presented
Three Months Ended September 30,		2020		2019

Three Months Ended June 30,							Three Months Ended June 30,	2021		2020

Defined Benefit Pension Plans	Defined Benefit Pension Plans						Defined Benefit Pension Plans
Amortization of net loss	Amortization of net loss	$	1,966	$	846	(1)	Amortization of net loss	$	3,092	$	1,808	(1)
Amortization of prior service cost	Amortization of prior service cost	101		111		(1)	Amortization of prior service cost	44		95		(1)
		2,067		957		Total before tax
		(504)		(244)		Tax impact
		$	1,563	$	713	Net of tax
								3,136		1,903		Total before tax
								(750)		(463)		Tax impact
								$	2,386	$	1,440	Net of tax
Derivatives	Derivatives						Derivatives
Changes in cross currency swap: interest component	Changes in cross currency swap: interest component	$	(146)	$	(1,309)	Interest Expense	Changes in cross currency swap: interest component	$	(6)	$	(525)	Interest Expense
Changes in cross currency swap: foreign exchange component	Changes in cross currency swap: foreign exchange component	6,099		(6,491)		Miscellaneous, net	Changes in cross currency swap: foreign exchange component	1,290		3,060		Miscellaneous, net
		$	5,953	$	(7,800)	Net of tax
								$	1,284	$	2,535	Net of tax
Total reclassifications for the period	Total reclassifications for the period	$	7,516	$	(7,087)		Total reclassifications for the period	$	3,670	$	3,975


Details about Accumulated Other Comprehensive Income Components	Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line in the Statement Where Net Income is Presented	Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income				Affected Line in the Statement Where Net Income is Presented
Nine Months Ended September 30,		2020		2019

Six Months Ended June 30,							Six Months Ended June 30,	2021		2020

Defined Benefit Pension Plans	Defined Benefit Pension Plans						Defined Benefit Pension Plans
Amortization of net loss	Amortization of net loss	$	5,836	$	2,546	(1)	Amortization of net loss	$	6,184	$	3,870	(1)
Amortization of prior service cost	Amortization of prior service cost	293		337		(1)	Amortization of prior service cost	89		192		(1)
		6,129		2,883		Total before tax
		(1,490)		(733)		Tax impact
		$	4,639	$	2,150	Net of tax
								6,273		4,062		Total before tax
								(1,500)		(986)		Tax impact
								$	4,773	$	3,076	Net of tax
Derivatives	Derivatives						Derivatives
Changes in cross currency swap: interest component	Changes in cross currency swap: interest component	$	(1,434)	$	(4,315)	Interest Expense	Changes in cross currency swap: interest component	$	(18)	$	(1,288)	Interest Expense
Changes in cross currency swap: foreign exchange component	Changes in cross currency swap: foreign exchange component	6,379		(8,084)		Miscellaneous, net	Changes in cross currency swap: foreign exchange component	(3,239)		280		Miscellaneous, net
		$	4,945	$	(12,399)	Net of tax
								$	(3,257)	$	(1,008)	Net of tax
Total reclassifications for the period	Total reclassifications for the period	$	9,584	$	(10,249)		Total reclassifications for the period	$	1,516	$	2,068

(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 currency 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.

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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~~Sheets (See Note 11 - Fair ~~Value for additional details.~~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~~our prior 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 EUR/USD floating-to-fixed cross currency interest rate 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 ~~$1.1~~$0.6 million of loss is included in accumulated other comprehensive loss at ~~September~~June 30, ~~2020.~~2021. 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 ~~September~~June 30, ~~2020~~2021 is a gain of ~~$0.1~~$0.8 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 ~~September~~June 30, ~~2020,~~2021, the fair ~~values~~value of the cross currency swap ~~were~~was a ~~$3.2~~$4.1 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~~weakening U.S. dollar relative to foreign currencies has ~~a dilutive~~an additive translation effect on our financial condition and results of operations. Conversely, a ~~weakening~~strengthening U.S. dollar has ~~an additive~~a dilutive 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

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Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020


			September 30, 2020				December 31, 2019
		Balance Sheet Location	Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments
													June 30, 2021				December 31, 2020
												Balance Sheet Location	Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments
Derivative Assets	Derivative Assets										Derivative Assets
Foreign Exchange Contracts	Foreign Exchange Contracts	Prepaid and other	$	0	$	73	0		$	206	Foreign Exchange Contracts	Prepaid and other	$	0	$	30	$	0	$	322
Cross Currency Swap Contract (1)		Prepaid and other	0		0		2,552		0
			$	0	$	73	$	2,552	$	206


													$	0	$	30	$	0	$	322

Derivative Liabilities	Derivative Liabilities										Derivative Liabilities
Foreign Exchange Contracts	Foreign Exchange Contracts	Accounts payable, accrued and other liabilities	$	0	$	426	$	0	$	401	Foreign Exchange Contracts	Accounts payable, accrued and other liabilities	$	0	$	1,526	$	0	$	146
Cross Currency Swap Contract (1)	Cross Currency Swap Contract (1)	Accounts payable, accrued and other liabilities	3,227		0		0		0		Cross Currency Swap Contract (1)	Accounts payable, accrued and other liabilities	4,056		0		8,309		0
			$	3,227	$	426	$	0	$	401
													$	4,056	$	1,526	$	8,309	$	146

__________________________

(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 Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020


Derivatives in Cash Flow Hedging Relationships	Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Location of (Loss) Gain Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative				Total Amount of Affected Income Statement Line Item		Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Location of (Loss) Gain Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative				Total Amount of Affected Income Statement Line Item
		2020		2019			2020		2019
														2021		2020			2021		2020
Cross currency swap contract:	Cross currency swap contract:												Cross currency swap contract:
Interest component	Interest component	$	(1)	$	1,586	Interest expense	$	146	$	1,309	$	(8,851)	Interest component	$	295	$	(208)	Interest expense	$	6	$	525	$	(7,175)
Foreign exchange component	Foreign exchange component	(6,099)		6,491		Miscellaneous, net	(6,099)		6,491		(1,040)		Foreign exchange component	(1,290)		(3,060)		Miscellaneous, net	(1,290)		(3,060)		(2,028)
		$	(6,100)	$	8,077		$	(5,953)	$	7,800
														$	(995)	$	(3,268)		$	(1,284)	$	(2,535)

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020


Derivatives in Cash Flow Hedging Relationships	Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Location of (Loss) Gain Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative				Total Amount of Affected Income Statement Line Item		Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Location of (Loss) Gain Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative				Total Amount of Affected Income Statement Line Item
		2020		2019			2020		2019
														2021		2020			2021		2020
Cross currency swap contract:	Cross currency swap contract:												Cross currency swap contract:
Interest component	Interest component	$	2,037	$	4,058	Interest expense	$	1,434	$	4,315	$	(25,973)	Interest component	$	827	$	2,038	Interest expense	$	18	$	1,288	$	(14,590)
Foreign exchange component	Foreign exchange component	(6,379)		8,084		Miscellaneous, net	(6,379)		8,084		(3,375)		Foreign exchange component	3,239		(280)		Miscellaneous, net	3,239		(280)		(2,991)
		$	(4,342)	$	12,142		$	(4,945)	$	12,399
														$	4,066	$	1,758		$	3,257	$	1,008

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The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020


Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivatives	Amount of (Loss) Gain Recognized in Income on Derivatives				Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivatives	Amount of (Loss) Gain Recognized in Income on Derivatives
			2020		2019
									2021		2020
Foreign Exchange Contracts	Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(994)	$	(15)	Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(1,176)	$	(940)
			$	(994)	$	(15)
									$	(1,176)	$	(940)

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020


Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivatives	Amount of (Loss) Gain Recognized in Income on Derivatives				Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivatives	Amount of (Loss) Gain Recognized in Income on Derivatives
			2020		2019
									2021		2020
Foreign Exchange Contracts	Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(187)	$	(529)	Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(1,689)	$	807
			$	(187)	$	(529)
									$	(1,689)	$	807


							Gross Amounts not Offset in the Statement of Financial Position
		Gross Amount		Gross Amounts Offset in the Statement of Financial Position	Net Amounts Presented in the Statement of Financial Position		Financial Instruments	Cash Collateral Received	Net Amount
														Gross Amounts Offset in the Statement of Financial Position		Net Amounts Presented in the Statement of Financial Position				Gross Amounts not Offset in the Statement of Financial Position
												Gross Amount						Financial Instruments			Cash Collateral Received		Net Amount
Description	Description										Description
September 30, 2020
June 30, 2021											June 30, 2021
Derivative Assets	Derivative Assets	$	73	—	$	73	—	—	$	73	Derivative Assets	$	30		—			$	30		—		—			$	30
Total Assets	Total Assets	$	73	—	$	73	—	—	$	73	Total Assets	$	30	—		$	30			—		—		$	30


Derivative Liabilities	Derivative Liabilities	$	3,653	—	$	3,653	—	—	$	3,653	Derivative Liabilities	$	5,582	—		$	5,582			—		—		$	5,582
Total Liabilities	Total Liabilities	$	3,653	—	$	3,653	—	—	$	3,653	Total Liabilities	$	5,582	—		$	5,582			—		—		$	5,582

December 31, 2019

December 31, 2020											December 31, 2020
Derivative Assets	Derivative Assets	$	2,758	—	$	2,758	—	—	$	2,758	Derivative Assets	$	322	—		$	322			—		—		$	322
Total Assets	Total Assets	$	2,758	—	$	2,758	—	—	$	2,758	Total Assets	$	322	—		$	322			—		—		$	322


Derivative Liabilities	Derivative Liabilities	$	401	—	$	401	—	—	$	401	Derivative Liabilities	$	8,455	—		$	8,455			—		—		$	8,455
Total Liabilities	Total Liabilities	$	401	—	$	401	—	—	$	401	Total Liabilities	$	8,455	—		$	8,455			—		—		$	8,455

~~Table of Contents~~

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.

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As of ~~September~~June 30, 2021, the fair values of our financial assets and liabilities were categorized as follows:


	Total		Level 1		Level 2		Level 3
Assets
Investment in equity securities (1)	$	20,595	$	20,595	$	0	$	0
Foreign exchange contracts (2)	30		0		30		0

Total assets at fair value	$	20,625	$	20,595	$	30	$	0
Liabilities
Foreign exchange contracts (2)	$	1,526	$	0	$	1,526	$	0
Cross currency swap contract (2)	4,056		0		4,056		0
Contingent consideration obligation	33,090		0		0		33,090
Total liabilities at fair value	$	38,672	$	0	$	5,582	$	33,090

As of December 31, 2020, 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)
$ 73 $ 0 $ 73 $ 0
Total assets at fair value $ 73 $ 0 $ 73 $ 0
Liabilities
Foreign exchange contracts (1)
$ 426 $ 0 $ 426 $ 0
Cross currency swap contract (1)
3,227 0 3,227 0
Contingent consideration obligation 26,280 0 0 26,280
Total liabilities at fair value $ 29,933 $ 0 $ 3,653 $ 26,280

~~As of December 31, 2019, the fair values of our financial assets and liabilities were categorized as follows:~~


		Total		Level 1		Level 2		Level 3
											Total		Level 1		Level 2		Level 3
Assets	Assets									Assets
Foreign exchange contracts (1)		$	206	$	0	$	206	$	0
Cross currency swap contract (1)		2,552		0		2,552		0
Foreign exchange contracts (2)										Foreign exchange contracts (2)	$	322	$	0	$	322	$	0

Total assets at fair value	Total assets at fair value	$	2,758	$	0	$	2,758	$	0	Total assets at fair value	$	322	$	0	$	322	$	0
Liabilities	Liabilities									Liabilities
Foreign exchange contracts (1)		$	401	$	0	$	401	$	0

Foreign exchange contracts (2)										Foreign exchange contracts (2)	$	146	$	0	$	146	$	0
Cross currency swap contract (2)										Cross currency swap contract (2)	8,309		0		8,309		0
Contingent consideration obligation	Contingent consideration obligation	5,930		0		0		5,930		Contingent consideration obligation	31,140		0		0		31,140
Total liabilities at fair value	Total liabilities at fair value	$	6,331	$	0	$	401	$	5,930	Total liabilities at fair value	$	39,595	$	0	$	8,455	$	31,140

(1)Investment in PureCycle Technologies (PCT). See Note 18 - Investment in Equity Securities for discussion of this investment.

(2)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 ~~September~~June 30, ~~2020~~2021 and $1.1 billion as of December 31, ~~2019.~~2020.

As discussed in Note 1719 - Acquisitions of our Annual Report on Form 10-K for the year ended December 31, 2020, we have a contingent consideration obligation to the selling equity holders of of:

–Fusion Packaging, Inc. ("Fusion") in connection with the acquisition of 100% of the equity interests of Fusion ~~Acquisition (as defined herein)~~(the "Fusion Acquisition") based on 2022 cumulative performance targets, ~~a contingent consideration obligation~~and

–Noble International Holdings, Inc., Genia Medical, Inc. and JBCB Holdings, LLC (collectively referred to ~~the selling equity holders of Noble~~as "Noble") in connection with the acquisition of 100% of the equity interests of Noble ~~Acquisition (as defined herein)~~(the "Noble Acquisition") based on 2024 cumulative performance ~~targets and a contingent consideration obligation to the selling equity holder of Gateway in connection with the Gateway Acquisition (as defined herein) based on 2020 and 2022 performance~~ targets.

We consider these obligations Level 3 liabilities and have estimated the aggregate fair value for these contingent consideration arrangements ~~to be $22.1 million and $4.2 million for the Fusion Acquisition and the Noble Acquisition, respectively,~~ as of September 30, 2020. During the quarter ended September 30, 2020, $1.3 million of the Gateway contingent consideration accrual was paid out in full satisfaction of the remaining earn out consideration and no related liability is outstanding as all required payments have been made for both performance targets. As of December 31, 2019 the aggregate fair value for these contingent consideration arrangements was $2.9 million and $3.0 million for the Noble Acquisition and the Gateway Acquisition, respectively.follows:


	June 30, 2021		December 31, 2020
Fusion Acquisition	$	28,010	$	26,910
Noble Acquisition	5,080		4,230

	$	33,090	$	31,140

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Changes in the fair value of these obligations are recorded within selling, research & development and administrative expenses in our Condensed Consolidated Statements of Income. Significant changes to the inputs, as noted above, can result in a significantly higher or lower fair value measurement. The following table provides a summary of changes in our Level 3 fair value measurements:


Balance, December 31, 2020	$	31,140

Increase in fair value recorded in earnings	1,950

Balance, June 30, 2021	$	33,090

NOTE 12 - COMMITMENTS AND CONTINGENCIES

~~The Company, in~~In the normal course of business, iswe are 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, our 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 0 liabilities recorded for these agreements as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~

A fire caused damage to our facility in Annecy, France in June 2016. We are insured for the damages caused by the fire, including business interruption insurance. For the nine months ended September 30, 2020, we did not receive any insurance proceeds, and have 0 insurance receivable as of September 30, 2020. During the nine months ended September 30, 2020 and 2019, profitability was not impacted. The final settlement continues to be negotiated. In many cases, our insurance coverage exceeds the amount of our recognized losses. However, 0 gain contingencies were recognized during the nine months ended September 30, 2020 as our ability to realize those gains remains uncertain.

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. During 2019, we paid approximately $0.6 million. For the nine months ended September 30, 2020, we paid approximately $0.1 million. As of September 30, 2020, our outstanding reserve is $0.4 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.

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~~In May 2021, the ~~first quarter~~Supreme Court of ~~2019,~~Brazil issued a judgment establishing rules for the refund of amounts paid in excess based on the calculation methodology to be applied. In June 2021 and June 2020, we received a favorable court ~~decision~~decisions of ~~$2.7~~$1.6 million and $0.7 million, respectively, for the retrospective right to recover part of our claim. ~~This amount is~~These amounts were recorded in cost of sales as a favorable impact of $1.7 million and $1.0 million was recognized as interest income. In June 2020, we received a favorable court decision of $0.7 million for the retrospective right to recover part of our claim. This amount is recorded in cost of sales as a favorable impact of $0.7 million.sales. If the Supreme Court of Brazil grants full retrospective recovery, we estimate remaining potential recoveries of approximately ~~$1.5~~$3 million to ~~$7.5~~$6 million, including ~~interest, depending on the future decisions of the Supreme Court of Brazil.~~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.

In December 2019, tax authorities in Brazil notified us of a tax assessment of approximately $6.1 million, including interest and penalties of $2.3 million and $0.8 million, respectively, relating to differences in tax classification codes used for import duties for the period from January 2015 to August 2018. We are vigorously contesting the assessment, including interest and penalties, and have filed an administrative defense appeal in December 2019. In June 2020, an unfavorable decision was issued on the first administrative defense appeal. We filed a second administrative defense appeal in August 2020. We still believe we have a strong defense. Due to uncertainty in the amount of assessment and the timing of our appeal, 0 liability is recorded as of ~~September~~June 30, ~~2020.~~

2021.

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 ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, we did not repurchase any shares. ~~During the three and nine months ended September 30, 2019, we repurchased approximately 300 thousand shares and 493 thousand shares for approximately $35.8 million and $54.9 million, respectively.~~ As of ~~September~~June 30, ~~2020,~~2021, there was $278.5 million of authorized share repurchases available to us.

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NOTE 14 – STOCK-BASED COMPENSATION

We issue restricted stock units (“RSUs”), which consist of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the Company’s 2018 Equity Incentive Plan. 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). RSUs granted to directors are only time-based and generally vest over one year.

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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.


Nine Months Ended September 30,		2020			2019
Six Months Ended June 30,								Six Months Ended June 30,	2021			2020
Fair value per stock award	Fair value per stock award	$	94.98		$	134.97		Fair value per stock award	$	171.63		$	94.98
Grant date stock price	Grant date stock price	$	83.93		$	104.51		Grant date stock price	$	141.59		$	83.93
Assumptions:	Assumptions:							Assumptions:
Aptar's stock price expected volatility	Aptar's stock price expected volatility	23.80		%	16.50		%	Aptar's stock price expected volatility	21.40		%	23.80		%
Expected average volatility of peer companies	Expected average volatility of peer companies	48.50		%	31.90		%	Expected average volatility of peer companies	50.00		%	48.50		%
Correlation assumption	Correlation assumption	63.50		%	37.40		%	Correlation assumption	58.10		%	63.50		%
Risk-free interest rate	Risk-free interest rate	0.31		%	2.19		%	Risk-free interest rate	0.32		%	0.31		%
Dividend yield assumption	Dividend yield assumption	1.72		%	1.30		%	Dividend yield assumption	1.02		%	1.72		%

A summary of RSU activity as of ~~September~~June 30, ~~2020~~2021 and changes during the ~~nine~~six month period then ended is presented below:

Time-Based RSUs Performance-Based RSUs
Units Weighted Average
Grant-Date Fair Value Units Weighted Average
Grant-Date Fair Value
Nonvested at January 1, 2020 480,729 $ 95.45 181,680 $ 117.26
Granted 232,802 86.05 417,313 93.08
Vested (130,654) 85.62 0 0
Forfeited (5,692) 99.08 (6,714) 108.10
Nonvested at September 30, 2020 577,185 $ 92.33 592,279 $ 100.29



	Time-Based RSUs			Performance-Based RSUs
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2021	576,198	$	92.47	590,064	$	100.27
Granted	140,316	139.25		169,974	152.51
Vested	(134,808)	91.39		(71,994)	128.70
Forfeited	(3,244)	99.42		(31,872)	91.67
Nonvested at June 30, 2021	578,462	$	107.45	656,172	$	111.10

Included in the ~~September~~activity for the six months ended June 30, ~~2020~~2021 time-based RSUs are ~~12,379~~10,007 units granted to non-employee directors and ~~11,490~~12,379 units vested related to non-employee directors.

~~Compensation expense recorded attributable to RSUs for the first nine months of 2020 and 2019 was approximately $24.5 million and $13.7 million, respectively.~~


Six Months Ended June 30,	2021		2020
Compensation expense	$	21,579	$	16,353
Fair value of units vested	20,778		10,696
Intrinsic value of units vested	28,259		12,821

The actual tax benefit realized for the tax deduction from RSUs was approximately ~~$4.5~~$4.0 million in the ~~nine~~six months ended ~~September~~June 30, 2020. The fair value of units vested during the nine months ended September 30, 2020 and 2019 was $11.2 million and $4.1 million, respectively. The intrinsic value of units vested during the nine months ended September 30, 2020 and 2019 was $13.5 million and $4.9 million, respectively.2021. As of ~~September~~June 30, ~~2020,~~2021, there was ~~$51.1~~$61.3 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of ~~2.0~~2 years.

Historically we issued stock options to our employees and non-employee directors. Beginning in 2019, we no longer issue stock options. 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. Compensation expense attributable to employee stock options for the first nine months of 2020 was approximately $1.7 million ($1.3 million after tax). Approximately $1.4 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 nine months of 2019 was approximately $4.4 million ($3.6 million after tax). Approximately $3.7 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.

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A summary of option activity under our stock plans during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is presented below:

Stock Awards Plans Director Stock Option Plans
Options Weighted Average
Exercise Price Options Weighted Average
Exercise Price
Outstanding, January 1, 2020 5,044,180 $ 68.32 135,251 $ 58.45
Granted 0 0 0 0
Exercised (785,478) 59.98 (34,151) 51.75
Forfeited or expired (14,200) 76.07 0 0
Outstanding at September 30, 2020 4,244,502 $ 69.91 101,100 $ 60.71
Exercisable at September 30, 2020 4,089,846 $ 69.11 101,100 $ 60.71
Weighted-Average Remaining Contractual Term (Years):
Outstanding at September 30, 2020 4.9 2.9
Exercisable at September 30, 2020 4.8 2.9
Aggregate Intrinsic Value:
Outstanding at September 30, 2020 $ 183,753 $ 5,306
Exercisable at September 30, 2020 $ 179,771 $ 5,306
Intrinsic Value of Options Exercised During the Nine Months Ended:
September 30, 2020 $ 44,086 $ 2,183
September 30, 2019 $ 76,797 $ 722



	Stock Awards Plans				Director Stock Option Plans
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding, January 1, 2021	3,998,047		$	70.28	99,200		$	60.80
Granted	0		0		0		0
Exercised	(816,058)		64.74		(47,500)		57.40
Forfeited or expired	(10,153)		75.46		0		0
Outstanding at June 30, 2021	3,171,836		$	71.69	51,700		$	63.91
Exercisable at June 30, 2021	3,171,836		$	71.69	51,700		$	63.91
Weighted-Average Remaining Contractual Term (Years):
Outstanding at June 30, 2021	4.5				2.6
Exercisable at June 30, 2021	4.5				2.6
Aggregate Intrinsic Value:
Outstanding at June 30, 2021	$	221,908			$	4,019
Exercisable at June 30, 2021	$	221,908			$	4,019
Intrinsic Value of Options Exercised During the Six Months Ended:
June 30, 2021	$	63,407			$	4,248
June 30, 2020	$	26,027			$	1,973


Six Months Ended June 30,	2021		2020
Compensation expense (included in SG&A)	$	185	$	1,051
Compensation expense (included in Cost of sales)	42		200
Compensation expense, Total	$	227	$	1,251
Compensation expense, net of tax	174		951
Grant date fair value of options vested	2,421		7,565

The ~~grant date fair value of options vested during the nine months ended September 30, 2020 and 2019 was $7.6 million and $12.2 million, respectively.~~reduction in stock option expense is due to our move to RSUs as discussed above. Cash received from option exercises was approximately ~~$51.1~~$53.0 million ~~and~~during the six months ended June 30, 2021. The actual tax benefit realized for the tax deduction from option exercises was approximately ~~$10.8~~$15.0 million and $6.4 million in the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021 and 2020, respectively. As of ~~September~~June 30, ~~2020, the~~2021, there is no remaining valuation of stock option awards to be expensed in future ~~periods was $0.6 million and the related weighted-average period over which it is expected to be recognized is 0.4 years.~~

periods.

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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is as follows:

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		Three Months Ended
		September 30, 2020				September 30, 2019
		Diluted		Basic		Diluted		Basic
											Three Months Ended
											June 30, 2021				June 30, 2020
											Diluted		Basic		Diluted		Basic
Consolidated operations	Consolidated operations									Consolidated operations
Income available to common stockholders	Income available to common stockholders	$	63,716	$	63,716	$	56,750	$	56,750	Income available to common stockholders	$	55,276	$	55,276	$	41,839	$	41,839


Average equivalent shares	Average equivalent shares									Average equivalent shares
Shares of common stock	Shares of common stock	64,562		64,562		64,010		64,010		Shares of common stock	65,818		65,818		64,262		64,262
Effect of dilutive stock-based compensation	Effect of dilutive stock-based compensation									Effect of dilutive stock-based compensation
Stock options	Stock options	1,809		—		2,367		—		Stock options	1,727		—		1,661		—
Restricted stock	Restricted stock	551		—		325		—		Restricted stock	541		—		461		—
Total average equivalent shares	Total average equivalent shares	66,922		64,562		66,702		64,010		Total average equivalent shares	68,086		65,818		66,384		64,262
Net income per share	Net income per share	$	0.95	$	0.99	$	0.85	$	0.89	Net income per share	$	0.81	$	0.84	$	0.63	$	0.65

Nine Months Ended
September 30, 2020 September 30, 2019
Diluted Basic Diluted Basic
Consolidated operations
Income available to common stockholders $ 160,808 $ 160,808 $ 193,669 $ 193,669

Average equivalent shares
Shares of common stock 64,278 64,278 63,485 63,485
Effect of dilutive stock-based compensation
Stock options 1,770 — 2,425 —
Restricted stock 435 — 253 —
Total average equivalent shares 66,483 64,278 66,163 63,485
Net income per share $ 2.42 $ 2.50 $ 2.93 $ 3.05


	Six Months Ended
	June 30, 2021				June 30, 2020
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	139,228	$	139,228	$	97,092	$	97,092

Average equivalent shares
Shares of common stock	65,525		65,525		64,135		64,135
Effect of dilutive stock-based compensation
Stock options	1,804		—		1,734		—
Restricted stock	540		—		377		—
Total average equivalent shares	67,869		65,525		66,246		64,135
Net income per share	$	2.05	$	2.12	$	1.47	$	1.51

NOTE 16 – SEGMENT INFORMATION

We are organized into 3 reporting segments. ~~Our Beauty + Home segment sells~~Operations that sell dispensing systems, drug delivery systems, sealing solutions and services 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~~material science solutions markets form the Pharma segment. Operations that sell dispensing systems and sealing solutions primarily to the beauty, personal care and home care markets form the Beauty + ~~Beverage segment sells~~Home segment. Operations that sell dispensing systems and sealing solutions to the food and beverage ~~markets.~~markets form the Food + Beverage segment.

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, ~~2019.~~2020. We evaluate performance of our ~~business units~~reporting segments and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, net investment gains and ~~acquisition-related costs. All internal segment reporting~~losses related to observable market price changes on equity securities and ~~discussions of results with our Chief Operating Decision Maker (CODM) are based on segment Adjusted EBITDA.~~other special items.

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Financial information regarding our reporting segments is shown below:


		Three Months Ended September 30, 2020				Nine Months Ended September 30, 2020
		2020		2019		2020		2019
											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020
Total Sales:	Total Sales:									Total Sales:
Pharma										Pharma	$	328,549	$	303,885	$	644,360	$	603,475
Beauty + Home	Beauty + Home	$	342,710	$	333,870	$	979,645	$	1,056,626	Beauty + Home	366,641		306,469		720,018		636,935
Pharma		317,610		271,608		921,085		830,679
Food + Beverage	Food + Beverage	106,667		104,458		305,991		328,280		Food + Beverage	125,918		99,023		242,621		199,324
Total Sales	Total Sales	766,987		709,936		$	2,206,721	$	2,215,585	Total Sales	$	821,108	$	709,377	$	1,606,999	$	1,439,734
Less: Intersegment Sales:	Less: Intersegment Sales:									Less: Intersegment Sales:
Pharma										Pharma	$	3,206	$	2,626	$	5,185	$	5,020
Beauty + Home	Beauty + Home	$	5,479	$	5,688	$	18,068	$	18,705	Beauty + Home	6,395		6,683		12,826		12,589
Pharma		1,852		2,357		6,872		6,788
Food + Beverage	Food + Beverage	503		613		1,770		1,693		Food + Beverage	475		763		1,202		1,267
Total Intersegment Sales	Total Intersegment Sales	$	7,834	$	8,658	$	26,710	$	27,186	Total Intersegment Sales	$	10,076	$	10,072	$	19,213	$	18,876
Net Sales:	Net Sales:									Net Sales:
Pharma										Pharma	$	325,343	$	301,259	$	639,175	$	598,455
Beauty + Home	Beauty + Home	$	337,231	$	328,182	$	961,577	$	1,037,921	Beauty + Home	360,246		299,786		707,192		624,346
Pharma		315,758		269,251		914,213		823,891
Food + Beverage	Food + Beverage	106,164		103,845		304,221		326,587		Food + Beverage	125,443		98,260		241,419		198,057
Net Sales	Net Sales	$	759,153	$	701,278	$	2,180,011	$	2,188,399	Net Sales	$	811,032	$	699,305	$	1,587,786	$	1,420,858
Adjusted EBITDA (1):	Adjusted EBITDA (1):									Adjusted EBITDA (1):
Pharma										Pharma	$	105,979	$	104,099	$	214,463	$	212,441
Beauty + Home	Beauty + Home	$	34,733	$	41,475	$	92,954	$	143,411	Beauty + Home	37,910		23,974		73,266		58,221
Pharma		112,436		95,899		324,877		294,684
Food + Beverage	Food + Beverage	20,351		18,728		53,543		56,363		Food + Beverage	19,626		17,785		39,616		33,192
Corporate & Other, unallocated	Corporate & Other, unallocated	(10,964)		(9,943)		(34,071)		(33,328)		Corporate & Other, unallocated	(15,959)		(9,279)		(27,566)		(23,107)
Acquisition-related costs (2)	Acquisition-related costs (2)	(221)		(708)		(6,087)		(1,767)		Acquisition-related costs (2)	(2,434)		(3,592)		(2,434)		(5,866)
Restructuring Initiatives (3)	Restructuring Initiatives (3)	(3,415)		(6,019)		(15,585)		(17,286)		Restructuring Initiatives (3)	(4,876)		(7,331)		(8,548)		(12,170)
Net investment (loss) gain (4)										Net investment (loss) gain (4)	(1,611)		0		15,198		0
Depreciation and amortization	Depreciation and amortization	(55,179)		(49,218)		(162,414)		(144,574)		Depreciation and amortization	(57,790)		(56,429)		(115,228)		(107,235)
Interest Expense	Interest Expense	(8,851)		(8,898)		(25,973)		(26,868)		Interest Expense	(7,175)		(8,734)		(14,590)		(17,122)
Interest Income	Interest Income	249		957		599		3,738		Interest Income	624		175		1,005		350
Income before Income Taxes	Income before Income Taxes	$	89,139	$	82,273	$	227,843	$	274,373	Income before Income Taxes	$	74,294	$	60,668	$	175,182	$	138,704

(1)We evaluate performance of our reporting segments and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, net investment gains and ~~acquisition-related costs.~~losses related to observable market price changes on equity securities and other special items.

(2)Acquisition-related costs include transaction costs and purchase accounting adjustments related to acquisitions and investments (see Note 17 – Acquisitions and Note 18 – Investment in Equity Securities for further details).

(3)Restructuring Initiatives includes expense items for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 as follows (see Note 19 – Restructuring Initiatives for further details):


		Three Months Ended September 30, 2020				Nine Months Ended September 30, 2020
		2020		2019		2020		2019
											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020
Restructuring Initiatives by Segment	Restructuring Initiatives by Segment									Restructuring Initiatives by Segment
Pharma										Pharma	$	38	$	(111)	$	73	$	(142)
Beauty + Home	Beauty + Home	$	3,144	$	5,341	$	15,375	$	14,869	Beauty + Home	1,457		7,324		2,553		12,231
Pharma		300		168		158		381
Food + Beverage	Food + Beverage	(31)		204		147		826		Food + Beverage	117		75		38		178
Corporate & Other	Corporate & Other	2		306		(95)		1,210		Corporate & Other	3,264		43		5,884		(97)
Total Restructuring Initiatives	Total Restructuring Initiatives	$	3,415	$	6,019	$	15,585	$	17,286	Total Restructuring Initiatives	$	4,876	$	7,331	$	8,548	$	12,170

(4)Net investment (loss) gain represents the change in fair value of our investment in PCT (see Note 18 – Investment in Equity Securities for further details).

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NOTE 17 – ACQUISITIONS

Business Combinations

In June 2021, we entered into exclusive negotiations to acquire 100% of the outstanding shares (the “Voluntis Acquisition”) of Voluntis. Voluntis, based in Boston, MA and Paris, France, is a pioneer in digital therapeutics. Under the terms of the contemplated transaction, Aptar would acquire from certain members of the management and certain shareholders the entirety of their shares representing approximately 64.6% of the share capital of Voluntis (on a non-diluted basis) at a price of €8.70 per share for approximately €50.8 million (approximately $61.5 million assuming a euro/USD exchange rate of 1.21). This values the full company equity (on a fully diluted basis) at approximately €78.8 million (approximately $95.3 million). Upon completion of this acquisition, Aptar will launch a mandatory cash simplified tender offer to acquire Voluntis's remaining shares for the same price of €8.70 per share (the "tender offer"). If the regulatory conditions are met upon completion of the tender offer, Aptar intends to implement a mandatory squeeze-out on the remaining outstanding shares of Voluntis on the same financial terms as those of the tender offer. The acquisition, which is subject to customary regulatory approvals and other closing conditions, the tender offer, which is subject to regulatory clearance from the French Markets Authority, and the squeeze-out are expected to be completed before the end of the fourth quarter of 2021. The purchase will be funded with available cash on hand. Subsequent to the end of the second quarter, on July 22, 2021, we signed a share purchase agreement for the Voluntis Acquisition with terms consistent with the description above.

On May 25, 2021, we entered into a strategic definitive agreement to acquire 80% of the equity interests (the "Hengyu Acquisition") in Weihai Hengyu Medical Products Co., Ltd. ("Hengyu"). Hengyu, a leading Chinese manufacturer of elastomeric and plastic components used in injectable drug delivery, is based in Weihai, China and has an enterprise value of $77 million. The closing of the transaction, expected during the third quarter of 2021, is subject to customary regulatory approvals and other closing conditions. Under the terms of the deal, we have the option to acquire the remaining 20% of Hengyu after a 5-year lock up period. The purchase will be funded with available cash on hand.

On April 1, 2020, we completed ~~our acquisition (the “Fusion Acquisition”) of 100% of~~ the ~~equity interests of~~ Fusion ~~Packaging, Inc. (“Fusion”)~~Acquisition for a purchase price of approximately $163.8 million (net of $1.0 million of cash acquired), which was funded by a draw on our ~~revolving~~prior credit facility and cash on hand. Fusion, based in Dallas, TX, is a global leader in the design, engineering and distribution of luxury packaging for the beauty industry. As part of the Fusion Acquisition, we are also obligated to pay to the selling equity holders of Fusion certain contingent consideration based on 2022 cumulative financial performance metrics as defined in the purchase agreement. Based on a projection as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $19.1 million utilizing a Black-Scholes valuation model. During the fourth quarter of 2020, a $3.6 million fair value true-up was recorded as an adjustment to the opening balance of goodwill and contingent liability. As of ~~September~~June 30, ~~2020,~~2021, we have estimated the aggregate fair value for this contingent consideration arrangement to be ~~$22.1~~$28.0 million.

As of the acquisition date, ~~$2.8~~$5.7 million was held in restricted cash pending the finalization of a working capital adjustment and indemnity escrow. During the third quarter of 2020, $2.0 million related to the working capital escrow was released from restriction, resulting in a refund from seller of $294 thousand and a corresponding decrease to our purchase price and associated goodwill balance. ~~Fusion contributed net sales~~During the second quarter of ~~$37.9 million and pretax loss~~2021, the remaining restricted cash was released. The results of ~~$1.5 million since acquisition for the period ended September 30, 2020 which~~Fusion's operations have been included in the Condensed Consolidated Financial Statements within our Beauty + Home ~~segment. Included in pretax loss is $5.7 million of fair value adjustment amortization for inventory sold during 2020 and contingent consideration liability adjustments.~~

On October 31, 2019, we completed our acquisition (the “Noble Acquisition”) of 100% of the equity interests of Noble International Holdings, Inc., Genia Medical, Inc. and JBCB Holdings, LLC (collectively referred to as “Noble”). Noble, based in Orlando, FL, is a leading provider in developing patient-centric advanced drug delivery system training devices including autoinjector, prefilled syringe, onbody and respiratory devices for the world’s leading biopharmaceutical companies and original equipment manufacturers. The purchase price was approximately $62.3 million (net of $1.6 million of cash acquired) and was funded by cash on hand. As part of the Noble Acquisition, we are also obligated to pay to the selling equity holders of Noble certain contingent consideration based on 2024 cumulative financial performance metrics defined in the purchase agreement. Based on projection as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $2.9 million utilizing the Black-Scholes valuation model. As of September 30, 2020, we have estimated the aggregate fair value for this contingent consideration arrangement to be $4.2 million.

As of December 31, 2019, $5 million was held in restricted cash pending the finalization of a working capital adjustment and indemnity escrow. During the first quarter of 2020, $1.0 million related to the working capital escrow was released from restriction, resulting in an additional $463 thousand payment due to the seller and a corresponding increase to our purchase price and associated goodwill balance. The results of Noble’s operations have been included in the Condensed Consolidated Financial Statements within our Pharma segment since the date of acquisition.

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 (net 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 Condensed Consolidated Financial Statements within our Pharma segment since the date of acquisition.

On May 31, 2019, we completed our acquisition (the “Gateway Acquisition”) of all of the outstanding equity interests 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 equity holder 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. During the second quarter 2020, $1.5 million of the contingent consideration accrual was paid as a result of the business meeting their first performance target. During the third quarter 2020, an additional $1.3 million was paid out in full satisfaction of the remaining earn out consideration and a gain of $235 thousand was realized. The results of Gateway’s operations have been included in the Condensed Consolidated Financial Statements within our Pharma segment since the date of acquisition.

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The following table summarizes the assets acquired and liabilities assumed in the Fusion Acquisition as of the acquisition date at estimated fair value.

2020 2019
Assets
Cash and equivalents $ 1,010 $ 3,427
Accounts receivable 4,380 3,504
Inventories 386 0
Prepaid and other 1,090 2,478
Property, plant and equipment 2,885 4,267
Goodwill 99,644 59,143
Intangible assets 79,900 52,980
Operating lease right-of-use assets 4,744 0
Other miscellaneous assets 65 430
Liabilities
Accounts payable, accrued and other liabilities 5,641 5,388
Deferred income taxes 0 2,592
Operating lease liabilities 4,207 0
Deferred and other non-current liabilities 322 1,598
Net assets acquired $ 183,934 $ 116,651



	2020
Assets
Cash and equivalents	$	1,010
Accounts receivable	4,380
Inventories	386
Prepaid and other	1,090
Property, plant and equipment	2,885
Goodwill	103,130
Intangible assets	79,900
Operating lease right-of-use assets	4,744
Other miscellaneous assets	65
Liabilities
Accounts payable, accrued and other liabilities	5,641
Deferred income taxes	0
Operating lease liabilities	4,207
Deferred and other non-current liabilities	322
Net assets acquired	$	187,420

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:


		2020			2019
		Weighted-Average Useful Life (in Years)	Estimated Fair Value of Assets		Weighted-Average Useful Life (in Years)	Estimated Fair Value of Assets
									2020
										Weighted-Average Useful Life (in Years)	Estimated Fair Value of Assets
Acquired technology	Acquired technology	4	$	4,600	8	$	9,160	Acquired technology		4	$	4,600
Customer relationships	Customer relationships	13	62,300		11	39,379		Customer relationships		13	62,300
Trademarks and trade names	Trademarks and trade names	4	10,300		4	2,457		Trademarks and trade names		4	10,300
License agreements and other	License agreements and other	0.25	2,700		1	1,984		License agreements and other		0.25	2,700
Total	Total		$	79,900		$	52,980	Total			$	79,900

Goodwill in the amount of ~~$99.6~~$103.1 million was recorded related to the Fusion Acquisition which is included in the Beauty + Home ~~segment and $59.1 million was recorded related to the 2019 acquisitions, all of which are included in the Pharma~~ segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of unique relationships, brand equity and proprietary technology that has been established creating niches such as turnkey solutions for the beauty market related to the Fusion Acquisition ~~analytical services for drug developers related to the Nanopharm Acquisition and Gateway Acquisition and patient onboarding related to the Noble Acquisition,~~ as well as the abilities of ~~the~~ acquired companies to maintain their competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually. For ~~the Fusion Acquisition, goodwill of $82.3 million will be deductible for tax purposes. For the 2019~~2020 acquisitions, goodwill of ~~$31.1~~$80.6 million ~~will be~~is deductible for tax purposes.

The unaudited pro forma results presented below include the effects of the Fusion Acquisition as if it had occurred as of January 1, 2019. 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.

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Three Months Ended September 30, 2020 Nine Months Ended
September 30, 2020
2020 2019 2020 2019
Net Sales $ 759,153 $ 719,008 $ 2,187,974 $ 2,244,834
Net Income Attributable to AptarGroup Inc. 63,724 57,191 160,077 196,195
Net Income per common share — basic 0.99 0.89 2.49 3.09
Net Income per common share — diluted 0.95 0.86 2.41 2.97

Asset Acquisition

On ~~August 2, 2019,~~October 16, 2020, we completed our ~~asset~~ acquisition ~~(the “Bapco Acquisition”)~~ of the ~~remaining 80% ownership interest in~~assets of Cohero Health, Inc. ("Cohero Health") for $2.4 million. The net assets acquired and the capital stock of Bapco Closures Holdings Limited (“Bapco”), for $3.8 million (net of $2.9 million of cash acquired). The 20% ownership investment previously held in Bapco is now included within the intangible assets acquired. Bapco, located in Leeds, UK, provides innovative closures sealing technology that provides package integrity and tamper evidence. The results of ~~Bapco’s~~Cohero Health's operations have been included in the Condensed Consolidated Financial Statements within our ~~Food + Beverage~~Pharma segment since the date of acquisition. Based in New York, Cohero Health develops innovative digital tools and technologies to improve respiratory care, reduce avoidable costs and optimize medication utilization.

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NOTE 18 – INVESTMENT IN EQUITY SECURITIES

Our investment in equity securities consisted of the following:


		September 30, 2020		December 31, 2019
							June 30, 2021		December 31, 2020
Equity Method Investments:	Equity Method Investments:					Equity Method Investments:
BTY	BTY	$	31,921	$	119	BTY	$	33,005	$	33,020
Sonmol	Sonmol	5,195		0		Sonmol	5,710		5,598
Kali Care	Kali Care	3,611		3,881		Kali Care	422		535
Desotec GmbH	Desotec GmbH	904		858		Desotec GmbH	943		964

Other Investments		5,365		3,538
		$	46,995	$	8,396

Other Investments:						Other Investments:
PureCycle						PureCycle	20,595		5,397
Loop						Loop	2,894		2,894
Others						Others	1,631		1,679
							$	65,200	$	50,087

Equity method investments

~~Sonmol~~

On April 1, 2020, we invested $5 million to acquire 30% of the equity interests in Healthcare, Inc., Shanghai Sonmol Internet Technology Co., Ltd. and its subsidiary, Shanghai Sonmol Medical Equipment Co., Ltd. (collectively referred to as “Sonmol”), a pharmaceutical and leading Chinese digital respiratory therapeutics company that provides connected devices for asthma control and develops digital therapies and services platforms targeting chronic respiratory illnesses and other diseases.

BTY

On January 1, 2020, we acquired 49% of the equity interests in 3 related companies: Suzhou Hsing Kwang, Suqian Hsing Kwang and Suzhou BTY (collectively referred to as “BTY”) for an approximate purchase price of $32 million. We have a call option to acquire an additional 26% to 31% of BTY’s equity interests following the initial lock-up period of 5 years based on a predetermined formula. Subsequent to the second lock-up period, which ends 3 years ~~subsequent to~~after the initial lock-up period, we have a call option to acquire the remaining equity interests of BTY based on a predetermined formula. Additionally, the selling shareholders of BTY have a put option for the remaining equity interest to be acquired by Aptar based on a predetermined formula. The BTY entities are leading Chinese manufacturers of high quality, decorative metal components, metal-plastic sub-assemblies, and complete color cosmetics packaging solutions for the beauty industry.

Sonmol

On April 1, 2020, we invested $5 million to acquire 30% of the equity interests in Healthcare, Inc., Shanghai Sonmol Internet Technology Co., Ltd. and its subsidiary, Shanghai Sonmol Medical Equipment Co., Ltd. (collectively referred to as “Sonmol”), a pharmaceutical and leading Chinese digital respiratory therapeutics company that provides consumer electric devices and connected devices for asthma control, and develops digital therapies and services platforms targeting chronic respiratory illnesses and other diseases.

Kali Care

During 2017, we invested $5 million to acquire 20% of the equity interests in Kali Care, a technology company that provides digital monitoring systems for medical devices.

~~Table~~ During the fourth quarter of ~~Contents~~

2020, we recognized an other than temporary impairment of $3.0 million ($2.3 million after-tax) on our underlying assets in this investment as a result of a reassessment of the future value of the business and continued reduction in operating cash flows.

Desotec GmbH

During 2009, we invested €574 thousand to acquire 23% of the equity interests in Desotec GmbH, a leading manufacturer of special assembly machines for bulk processing for the pharmaceutical, beauty and home and food and beverages markets.

Other investments

During August 2019, we invested an aggregate amount of $3.5 million in 2 preferred equity investments in sustainability companies Loop and ~~Purecycle~~PureCycle Technologies (“~~Purecycle”~~PureCycle”) that ~~are~~were accounted for at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. ~~In July and September~~During 2020, we invested an additional ~~$1.3~~$1.4 million in these 2 equity investments and also received $333 thousand of equity in ~~Purecycle~~PureCycle in exchange for our resource dedication for technological partnership and support. In November 2020, we increased the value of the PureCycle investment by $3.1 million based on observable price changes.

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In March 2021, PureCycle was purchased by a special purpose acquisition company and was subsequently listed on Nasdaq under the ticker PCT. At that time, our investment in PureCycle was converted into shares of PCT resulting in less than a 1% ownership interest. This investment is now recorded at fair value based on observable market prices for identical assets and the change in fair value is recorded as a net investment gain or loss in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2021, we recorded a net unrealized loss on our investment in PureCycle of $1.6 million and a net unrealized gain of $15.2 million, respectively.

Subsequent to the quarter end, on July 7, 2021, we invested approximately $5.9 million to acquire 10% of the equity interests in YAT, a multi-functional, science-driven online skincare solutions company.

There were 0 indications of impairment ~~nor were there any changes from observable price changes~~ noted in the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 related to these investments.

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 ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we recognized ~~$3.4~~$4.9 million and ~~$15.6~~$8.5 million of restructuring costs related to this plan, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we recognized ~~$6.0~~$7.3 million and ~~$17.3~~$12.2 million of restructuring costs related to this plan, respectively. Using current exchange rates, we estimate total implementation costs of approximately $125 million for these initiatives, including costs that have been recognized to date. The cumulative expense incurred as of ~~September~~June 30, ~~2020~~2021 was ~~$102.1~~$121.5 million. We have also ~~anticipate making~~made total capital investments related to ~~the transformation~~this plan of approximately $50 million, ~~of which $47 million has been incurred to date.~~with no further significant capital investments expected.

As of ~~September~~June 30, ~~2020~~2021 we have recorded the following activity associated with the business transformation:


		Beginning Reserve at 12/31/2019		Net Charges for the Nine Months Ended 9/30/2020		Cash Paid		Interest and FX Impact		Ending Reserve at 9/30/2020
													Beginning Reserve at 12/31/2020		Net Charges for the Six Months Ended 6/30/2021		Cash Paid		Interest and FX Impact		Ending Reserve at 6/30/2021
Employee severance	Employee severance	$	7,090	$	10,210	$	(6,157)	$	161	$	11,304	Employee severance	$	7,956	$	144	$	(3,616)	$	(130)	$	4,354
Professional fees and other costs	Professional fees and other costs	3,609		5,375		(5,359)		4		3,629		Professional fees and other costs	2,533		8,404		(9,431)		(26)		1,480
Totals	Totals	$	10,699	$	15,585	$	(11,516)	$	165	$	14,933	Totals	$	10,489	$	8,548	$	(13,047)	$	(156)	$	5,834

NOTE 20 – SUBSEQUENT EVENTS

On July 22, 2021, we signed a share purchase agreement for the acquisition of a majority stake in Voluntis, representing 64.6% of the share capital of Voluntis (on a non-diluted basis), at a price of €8.70 per share. Refer to Note 17 - Acquisitions for further details on the acquisition.

On July 7, 2021, we invested approximately $5.9 million to acquire 10% of the equity interests in YAT, a multi-functional, science-driven online skincare solutions company.

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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 September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019

											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020
Net sales	Net sales	100.0	%	100.0	%	100.0	%	100.0	%	Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	Cost of sales (exclusive of depreciation and amortization shown below)	63.2		63.3		63.0		63.2		Cost of sales (exclusive of depreciation and amortization shown below)	64.5		63.2		63.7		62.8
Selling, research & development and administrative	Selling, research & development and administrative	16.1		15.9		17.0		15.8		Selling, research & development and administrative	17.4		17.6		17.3		17.6
Depreciation and amortization	Depreciation and amortization	7.3		7.0		7.5		6.6		Depreciation and amortization	7.1		8.1		7.3		7.5
Restructuring initiatives	Restructuring initiatives	0.4		0.9		0.7		0.8		Restructuring initiatives	0.6		1.0		0.6		0.9
Operating income	Operating income	13.0		12.9		11.8		13.6		Operating income	10.4		10.1		11.1		11.2
Other expense		(1.3)		(1.2)		(1.3)		(1.1)
Other income (expense)										Other income (expense)	(1.2)		(1.4)		(0.1)		(1.4)
Income before income taxes	Income before income taxes	11.7		11.7		10.5		12.5		Income before income taxes	9.2		8.7		11.0		9.8
Net Income	Net Income	8.4		8.1		7.4		8.9		Net Income	6.8		6.0		8.8		6.8
Effective tax rate	Effective tax rate	28.5	%	31.0	%	29.4	%	29.4	%	Effective tax rate	25.6	%	31.0	%	20.5	%	30.0	%
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	20.6	%	20.8	%	20.1	%	21.1	%	Adjusted EBITDA margin (1)	18.2	%	19.5	%	18.9	%	19.8	%

(1)Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures".

SIGNIFICANT DEVELOPMENTS

~~During the third quarter of 2020, financial results and operations continued~~There continues to be ~~adversely impacted by~~many uncertainties regarding the ~~novel coronavirus (“COVID-19”) pandemic. The significance~~current COVID-19 pandemic, including the availability and adoption of approved vaccines within certain areas of the ~~impacts~~world and the potential for additional governmental actions that may be taken and/or extended in response to ~~our segments during~~any further resurgence of the ~~third quarter and first nine months of 2020 are discussed herein and include, but are not limited~~virus. However, in contrast to the ~~adverse~~preceding year, we are currently seeing a limited impact on ~~sales of~~ our ~~beauty products sold via duty free travel and retail stores and a reduction of our products used for on-the-go beverage applications. The extent~~business related directly to ~~which~~ the COVID-19 pandemic ~~impacts our financial results~~as economic activity and ~~operations for fiscal year 2020~~customer and ~~going forward for all three of our business segments will depend on future developments which~~product mix are ~~highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the outbreak and the international actions being taken to contain and treat it.~~approaching pre-pandemic levels. No impairments were recorded as of ~~September~~June 30, ~~2020. While~~2021 related to the ~~disruption is currently expected to be temporary, there is uncertainty around the duration and the extent of further resurgences.~~COVID-19 pandemic. Due to ~~significant~~ uncertainty surrounding the situation, future results could ~~change~~be negatively affected by the pandemic and therefore our results could be materially impacted.

As each of our segments produce dispensing systems that have been determined to be essential products by various government agencies around the world, our facilities remained operational during the third quarter of 2020. We have taken a variety of measures to ensure the availability and functioning of our critical infrastructure, to promote the safety and security of our employees and to support the communities in which we operate. These measures include requiring remote working arrangements for employees where practicable. We are following public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions, the promotion of social distancing and the adoption of work-from-home arrangements, and all of these policies and initiatives have impacted our operations. Due to the dynamic nature of the situation, we are not able at this time to estimate the impact of COVID-19 on our future financial results and operations, but the impact could be material for the remainder of fiscal year 2020 and could be material during any future periods affected either directly or indirectly by this pandemic. See Part II, Item 1A, “Risk Factors,” included in this report for information on material risks associated with COVID-19.

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NET SALES

We reported net sales of ~~$759.2~~$811.0 million for the quarter ended ~~September~~June 30, ~~2020,~~2021, which represents ~~an 8%~~a 16% increase compared to ~~$701.3~~$699.3 million reported during the ~~third~~second quarter of ~~2019. Reported sales were positively impacted by acquisitions and changes in currency exchange rates. The acquisitions of Noble and Fusion positively impacted sales by 4%.~~2020. The average U.S. dollar exchange rate weakened compared to the euro ~~while it appreciated against most Latin America~~ and ~~Asian~~other major currencies, resulting in a positive currency translation impact of 2%6%. There was no impact from acquisitions during the second quarter of 2021. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 10% in the second quarter of 2021 compared to the same period in 2020. Our Beauty + Home and Food + Beverage segments both reported strong core sales growth as the majority of their applications recovered from depressed sales during the height of the COVID-19 pandemic in the second quarter of 2020. Price adjustments related to the passing through of higher resin and other input costs, and increased tooling sales, also contributed to our sales growth in the quarter.


Second Quarter 2021 Net Sales Change over Prior Year	Pharma		Beauty + Home		Food + Beverage		Total
Core Sales Growth	2	%	13	%	23	%	10	%

Currency Effects (1)	6	%	7	%	5	%	6	%
Total Reported Net Sales Growth	8	%	20	%	28	%	16	%

Reported net sales for the first six months of 2021 increased 12% to $1.59 billion compared to $1.42 billion for the first six months of 2020. The average U.S. dollar exchange rate weakened compared to the euro and other major currencies in which we operate, resulting in a positive currency translation impact of 6%. The acquisition of Fusion Packaging, Inc. ("Fusion") positively impacted sales by 1%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 2%5% in the ~~third quarter~~first six months of ~~2020~~2021 compared to the same period in ~~2019. During~~2020. Operationally, the ~~third quarter of 2020,~~sales recovery within our ~~Pharma segment experienced~~beauty, food and beverage markets, along with the continued strong ~~broad-based demand with particularly strong growth in our injectables division and strong custom tooling and product sales in our active packaging division. While~~ sales to our ~~beauty markets continue to be negatively impacted by~~injectables and active material science solutions customers, more than offset the ~~effects~~impact of ~~COVID-19,~~inventory drawdowns in our ~~Beauty + Home segment~~prescription and consumer healthcare markets. As mentioned above, we also benefited from ~~strong~~the pass through of higher resin and other input costs and higher tooling sales to the personal care market related to hand sanitizers and liquid soaps and the home care market related to cleaners and disinfectants. Our Food + Beverage segment reported positive sales growth with strong sales to the food market due to the demand for pantry staples with consumers continuing to cook at home during the ~~pandemic. Sales to the beverage market continued to be impacted by lower demand for on-the-go beverages related to the pandemic.~~

Third Quarter 2020
Net Sales Change over Prior Year Beauty
+ Home Pharma Food +
Beverage Total
Core Sales Growth (5) % 11 % 2 % 2 %
Acquisitions 7 % 2 % — % 4 %
Currency Effects (1) 1 % 4 % — % 2 %
Total Reported Net Sales Growth 3 % 17 % 2 % 8 %

~~For the~~ first ~~nine~~six months of ~~2020, reported net sales~~2021.

Table of $2.18 billion, were in line with the first nine months of 2019 reported net sales of $2.19 billion. Sales were negatively impacted by changes in currency exchange rates, passing-through lower resin costs to customers and COVID-19 related effects on certain markets we serve. While the average U.S. dollar exchange rate did not change compared to the euro, it strengthened compared to most of the other major currencies we operate in, resulting in a negative currency translation impact of 1%. The acquisitions of Gateway, Nanopharm, Noble and Fusion positively impacted sales by 3%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, decreased by 2% in the first nine months of 2020 compared to the same period in 2019. As discussed above, both our Beauty + Home and Food + Beverage segments have been significantly impacted by the COVID-19 pandemic, along with a negative impact of passing through lower resin costs to our customers.Contents


Nine Months Ended September 30, 2020 Net Sales Change over Prior Year		Beauty + Home		Pharma		Food + Beverage		Total
Six Months Ended June 30, 2021 Net Sales Change over Prior Year										Six Months Ended June 30, 2021 Net Sales Change over Prior Year	Pharma		Beauty + Home		Food + Beverage		Total
Core Sales Growth	Core Sales Growth	(9)	%	8	%	(5)	%	(2)	%	Core Sales Growth	1	%	5	%	18	%	5	%
Acquisitions	Acquisitions	4	%	3	%	—	%	3	%	Acquisitions	—	%	3	%	—	%	1	%
Currency Effects (1)	Currency Effects (1)	(2)	%	—	%	(2)	%	(1)	%	Currency Effects (1)	6	%	5	%	4	%	6	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	(7)	%	11	%	(7)	%	—	%	Total Reported Net Sales Growth	7	%	13	%	22	%	12	%

(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 sourced by geographic location:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2020		% of Total		2019		% of Total		2020		% of Total		2019		% of Total
																			Three Months Ended June 30,								Six Months Ended June 30,
																			2021		% of Total		2020		% of Total		2021		% of Total		2020		% of Total

Domestic	Domestic	$	262,546	35	%	$	211,497	30	%	$	722,871	33	%	$	640,543	29	%	Domestic	$	269,180	33	%	$	229,925	33	%	$	524,345	33	%	$	460,325	32	%
Europe	Europe	401,765		53	%	391,512		56	%	1,189,680		55	%	1,248,411		57	%	Europe	436,993		54	%	382,066		55	%	862,682		54	%	787,915		55	%
Latin America	Latin America	49,435		6	%	54,685		8	%	143,598		6	%	170,605		8	%	Latin America	56,061		7	%	43,369		6	%	105,026		7	%	94,163		7	%
Asia	Asia	45,407		6	%	43,584		6	%	123,862		6	%	128,840		6	%	Asia	48,798		6	%	43,945		6	%	95,733		6	%	78,455		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.

~~Table of Contents~~

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

Cost of sales (“COS”) as a percent of net sales ~~remained consistent at~~increased to 64.5% in the second quarter of 2021 compared to 63.2% in the ~~third~~second quarter of ~~2020 compared to 63.3% in the third quarter of 2019.~~2020. Our COS percentage was ~~positively~~negatively impacted by both changes in our ~~cost containment efforts and the~~ mix of ~~business as~~sales and inflation. During the second quarter of 2021, we reported ~~sales growth in~~a lower percentage of our ~~higher margin~~higher-margin Pharma ~~segment. We also benefited from lower resin costs during the quarter as resin prices have declined~~product sales compared to the ~~prior year. However, we did experience some additional costs and under-absorbed overhead primarily~~same period in 2020. We also reported an increase in our ~~dedicated beauty facilities~~tooling sales during the ~~third~~second quarter of ~~2020 related~~2021, which typically carries lower margins than our product sales. Both of these sales mix changes negatively impact our COS as a percentage of sales. During 2021, we also incurred inflationary cost increases. As discussed above, we experienced increases in several input costs including resin and labor. While we maintain our normal pass-through of resin prices and have implemented general price increases to ~~the COVID-19 pandemic.~~offset other cost increases, there is no margin on resin pass-through costs which increases our COS as a percentage of sales.

~~Cost of sales~~COS as a percent of net sales ~~decreased slightly~~increased to ~~63.0%~~63.7% in the first ~~nine~~six months of ~~2020~~2021 compared to ~~63.2%~~62.8% in the same period a year ago. As ~~mentioned~~discussed above, this increase in COS is mainly due to a shift in sales mix from our ~~COS was favorably impacted by the~~higher-margin prescription and consumer healthcare markets along with inflationary material and labor cost increases. We also recognized increased ~~mix in~~tooling sales during 2021, which typically carry lower margins than our higher margin Pharma business, lower resin costs and cost containment efforts. However, we also reported additional costs and temporary inefficiencies in our manufacturing process related to the COVID-19 pandemic as discussed above. For example, we declared special bonus payments to certain employees who worked to maintain supply to our customers and keep our facilities running, which increased our COS percentage during the first nine months of 2020.product sales.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by approximately ~~$10.3~~$17.5 million to ~~$121.9~~$140.9 million in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$111.6~~$123.4 million during the same period in ~~2019.~~2020. Excluding changes in foreign currency rates, SG&A increased by approximately ~~$8.6~~$11.0 million in the quarter. The increase is mainly due to ~~$6.9 million of new operational~~higher incentive compensation costs ~~for~~as our ~~acquisitions completed subsequent to September 30, 2019, as well as fair value adjustments~~2021 operating results are significantly better than 2020. We also realized higher professional fees, especially transaction costs related to ~~contingent consideration arrangements. We also recognized higher personnel costs, including $3.5 million of stock-based compensation mainly for~~ our ~~acquired entities which was offset by lower travel costs due to the COVID-19 pandemic.~~announced acquisitions. However, SG&A as a percentage of net sales ~~increased~~decreased to ~~16.1%~~17.4% compared to ~~15.9%~~17.6% in the same period of the prior year due to higher sales in the ~~cost increases mentioned above.~~second quarter of 2021 compared to the prior year period.

SG&A increased by ~~$24.9~~$25.7 million to ~~$371.4~~$275.3 million in the first ~~nine~~six months of ~~2020~~2021 compared to ~~$346.5~~$249.6 million during the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately ~~$28.7~~$13.8 million in the first ~~nine~~six months of ~~2020~~2021 compared to the first ~~nine~~six months of ~~2019. As discussed above, the~~2020. Part of this increase is ~~related~~due to ~~$15.7~~$3.4 million of ~~new~~incremental SG&A costs from our ~~acquisitions~~acquisition of Fusion completed subsequent to ~~September 30, 2019 as well as fair value adjustments related~~March 31, 2020. As mentioned above, the remaining increase is mainly due to ~~contingent consideration arrangements, along with~~ higher ~~personnel~~incentive compensation costs and professional fees, which more than offset lower travel and entertainment costs. SG&A as a percentage of net sales ~~increased~~decreased to ~~17.0%~~17.3% compared to ~~15.8% in the same period~~17.6%.

Table of ~~the prior year due to the cost increases mentioned above.~~Contents

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased by approximately ~~$6.0~~$1.4 million to ~~$55.2~~$57.8 million in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$49.2~~$56.4 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization decreased by approximately $1.6 million in the quarter compared to the same period in 2020. The majority of this decrease is due to the full amortization of short lived intangible assets related to our Fusion acquisition. Depreciation and amortization as a percentage of net sales decreased to 7.1% in the second quarter of 2021 compared to 8.1% in the same period of the prior year.

Reported depreciation and amortization expenses increased by approximately $8.0 million to $115.2 million in the first six months of 2021 compared to $107.2 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $5.1 million in the quarter compared to the same period in 2019. The majority of this increase is due to $3.3 million of incremental depreciation and amortization costs related to our acquired companies. Depreciation and amortization as a percentage of net sales increased to 7.3% in the third quarter of 2020 compared to 7.0% in the same period of the prior year.

~~Reported depreciation and amortization expenses increased by approximately $17.8 million to $162.4~~$2.7 million in the first ~~nine~~six months of 2020 compared to $144.6 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $19.3 million in the first nine months of 20202021 compared to the same period a year ago. The majority of this increase is due to ~~$11.7 million of~~ incremental first quarter depreciation costs and amortization costs related to our ~~acquired companies.~~Fusion acquisition. We have also increased our capital spending during the current and prior year to support our growth strategy. Depreciation and amortization as a percentage of net sales ~~increased~~decreased to ~~7.5%~~7.3% in the first ~~nine~~six months of ~~2020~~2021 compared to ~~6.6%~~7.5% in the same period of the prior year.

~~Table of Contents~~

RESTRUCTURING INITIATIVES

In late 2017, we began a business transformation plan 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. Restructuring costs related to this plan for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019
											Three Months Ended June 30,				Six Months Ended June 30,
											2021		2020		2021		2020
Restructuring Initiatives by Segment	Restructuring Initiatives by Segment									Restructuring Initiatives by Segment
Pharma										Pharma	$	38	$	(111)	$	73	$	(142)
Beauty + Home	Beauty + Home	$	3,144	$	5,341	$	15,375	$	14,869	Beauty + Home	1,457		7,324		2,553		12,231
Pharma		300		168		158		381
Food + Beverage	Food + Beverage	(31)		204		147		826		Food + Beverage	117		75		38		178
Corporate & Other	Corporate & Other	2		306		(95)		1,210		Corporate & Other	3,264		43		5,884		(97)
Total Restructuring Initiatives	Total Restructuring Initiatives	$	3,415	$	6,019	$	15,585	$	17,286	Total Restructuring Initiatives	$	4,876	$	7,331	$	8,548	$	12,170

We have successfully implemented the vast majority of our planned initiatives related to our transformation plan, including successfully implementing new commercial strategies, reducing costs and adding capabilities in Asia and in fast growing application fields that we believe will position the segment for future growth and profitability. However, the COVID-19 global pandemic has caused several initiatives that were expected to be completed in 2020 to be delayed and resulted in a significant decline in our beauty business. While our Beauty + Home segment continues to be profitable, the disruption caused by the pandemic, including higher operating costs, have more than offset any expected growth in earnings from our transformation. Though we believe the beauty market remains a long-term attractive growth market and we remain committed to completing our remaining transformation initiatives, we expect the return to growth to be gradual and non-linear as this market is highly correlated to the return to post-pandemic normal consumer behavior, including travel, which has proven to be sporadic and uncertain. We estimate total implementation costs of approximately $125 million for these initiatives. ~~including $102.1 million of costs that~~The cumulative expense incurred to date is $121.5 million. We have ~~been recognized to date. We~~ also ~~anticipate making~~made capital investments ~~related to the business transformation~~ of approximately $50 million~~of which $47 million has been incurred~~ related to date. Based on our ongoing restructuring initiatives, we are progressing towards our initial target of $80 million annualized incremental EBITDA by the end of 2020, principally within the Beauty + Home segment. However, in addition to the impacts of COVID-19, ongoing changes in customer and vendor negotiations, material indices, macro-economic trends and other factors represent continuing headwinds to the Beauty + Home segment, and have offset the consolidated net benefits from these initiatives. this plan, with no further significant capital investments expected.

OPERATING INCOME

Operating income increased approximately ~~$8.8~~$13.9 million to ~~$99.0~~$84.4 million in the ~~third~~second quarter of ~~2020~~2021 compared to ~~$90.2~~$70.5 million in the same period a year ago. Excluding changes in foreign currency rates, operating income increased by approximately ~~$5.0~~$8.1 million in the quarter compared to the same period a year ago. This increase is due to higher sales volumes ~~while maintaining a consistent gross margin.~~compared to the second quarter of 2020 which was significantly impacted by the COVID-19 pandemic. This increase was partially offset by higher input costs due to inflation. We also benefited from lower restructuring costs during the ~~third~~second quarter of ~~2020~~2021 compared to the prior year period. Operating income as a percentage of net sales increased ~~slightly~~ to ~~13.0%~~10.4% in the ~~third~~second quarter of ~~2020~~2021 compared to ~~12.9%~~10.1% in the prior year period.

For the first ~~nine~~six months of ~~2020,~~2021, operating income ~~decreased~~increased approximately ~~$39.2~~$18.1 million to ~~$258.0~~$177.0 million compared to ~~$297.2~~$158.9 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income ~~decreased~~increased by approximately ~~$38.8~~$5.3 million in the first ~~nine~~six months of ~~2020~~2021 compared to the same period a year ago. ~~The majority of this decrease occurred during the second quarter of 2020 due to the impact of lower sales and operational inefficiencies related to the COVID-19 pandemic.~~As mentioned above, higher operating income more than compensated for inflationary input cost increases. Operating income as a percentage of net sales decreased slightly to ~~11.8%~~11.1% in the first ~~nine~~six months of ~~2020~~2021 compared to ~~13.6%~~11.2% for the same period in the prior year.

Table of Contents

NET OTHER ~~EXPENSE~~INCOME (EXPENSE)

Net other expense in the ~~third~~second quarter of ~~2020~~2021 increased ~~$1.9~~$0.3 million to ~~$9.9~~$10.1 million from ~~$8.0~~$9.8 million in the same period of the prior year. ~~Interest income decreased by approximately $0.7~~We realized a $1.6 million ~~due to less cash~~loss on ~~hand after~~ our ~~acquisition of Fusion at the beginning of~~investment in PureCycle Technologies (“PureCycle”) during the second quarter ~~2020. Miscellaneous expenses increased by approximately $0.8 million~~of 2021. As discussed in Note 18 - Investment in Equity Securities of the Condensed Consolidated Financial Statements, our investment in PureCycle was converted into shares of PCT, a publicly traded entity, during the first quarter of 2021. This investment is now recorded at fair value based on observable market prices for identical assets and the change in fair value is recorded as a ~~result~~net investment gain or loss in the Condensed Consolidated Statements of ~~higher pension costs~~Income. We believe that cost investment gains and losses, whether realized from sales or unrealized from changes in market prices, are not considered relevant to understanding our reported consolidated earnings or evaluating our periodic economic performance. Lower net interest expenses were partially offset by an increase in miscellaneous expenses due to ~~the decline in discount rates in 2020 compared to 2019 and~~ higher costs to hedge certain Latin American ~~currencies.~~currencies along with higher pension costs related to the decline in discount rates.

Net other expense improved $18.4 million to $1.8 million of expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020 increased $7.3~~2021 from $20.2 million ~~to $30.1 million from $22.8 million~~of expense in the same period of the prior year. As$15.2 million of this improvement is the gain on our PureCycle investment as discussed ~~above, this~~above. We also realized lower net interest expense during the first half of 2021 as we continue to reduce outstanding debt with our strong free cash flow generation over the past year. These improvements more than offset our increase ~~is mainly~~in pension costs due to ~~$3.1 million of~~ lower interest income in 2020 as a result of the Fusion Acquisition. Miscellaneous expenses increased by approximately $3.5 million mainly due to the higher pension costs and higher costs to hedge certain Latin American currencies as mentioned above.discount rates.

~~EFFECTIVE TAX RATE~~PROVISION FOR INCOME TAXES

~~Table of Contents~~

earnings.

The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively, was 20.5% and ~~2019 was 29.4%~~30.0%. ~~The nine month~~As discussed above, this lower reported effective tax ~~rates reflect a favorable impact from~~rate for the ~~excess~~six months ended June 30, 2021 also reflects additional tax benefits from employee stock-based compensation and a more favorable mix of $8.7 million and $13.6 million, respectively, offset by the unfavorable impact from losses in jurisdictions where the tax benefit is not recognized and other discrete items of $5.1 million and $10.9 million, respectively.earnings.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup of ~~$63.7~~$55.3 million and ~~$160.8~~$139.2 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$56.8~~$41.8 million and ~~$193.7~~$97.1 million for the same periods in the prior year.

~~BEAUTY + HOME~~PHARMA SEGMENT

Operations that sell dispensing systems, ~~and~~drug delivery systems, sealing solutions and services to the ~~personal~~prescription drug, consumer health care, ~~beauty~~injectables and ~~home care~~active material science solutions markets form the ~~Beauty + Home~~Pharma segment.


		Three Months Ended September 30,						Nine Months Ended September 30,
		2020			2019			2020			2019
															Three Months Ended June 30,						Six Months Ended June 30,
															2021			2020			2021			2020

Net Sales	Net Sales	$	337,231		$	328,182		$	961,577		$	1,037,921		Net Sales	$	325,343		$	301,259		$	639,175		$	598,455
Adjusted EBITDA (1)	Adjusted EBITDA (1)	34,733			41,475			92,954			143,411			Adjusted EBITDA (1)	105,979			104,099			214,463			212,441
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	10.3		%	12.6		%	9.7		%	13.8		%	Adjusted EBITDA margin (1)	32.6		%	34.6		%	33.6		%	35.5		%

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, net investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures".

Net sales for the Pharma segment increased 8% in the second quarter of 2021 to $325.3 million compared to $301.3 million in the second quarter of 2020. Changes in currencies positively affected net sales by 6% in the second quarter of 2021. Therefore, core sales increased by 2% in the second quarter of 2021 compared to the second quarter of 2020. Core sales of our products to the injectables market increased 14% due to strong demand for our vaccine components. Sales of our active material science solutions increased 20% on growth in demand for our protective packaging solutions, especially protective film used on rapid COVID-19 tests and continued strength in product sales to our probiotics customers. Core sales to the prescription drug and consumer health care markets decreased 7% and 1%, respectively. Fewer non-critical doctor visits and lower incidence of cold and flu illnesses this season have resulted in certain Pharma customers drawing down inventory levels as sectors such as allergic rhinitis and cough and cold are impacted by low levels of patient consumption. We also benefited from strong tooling sales during the second quarter compared to the prior year period.

Table of Contents


Second Quarter 2021 Net Sales Change over Prior Year	Prescription Drug		Consumer Health Care		Injectables		Active Material Science Solutions		Total
Core Sales Growth	(7)	%	(1)	%	14	%	20	%	2	%

Currency Effects (1)	6	%	7	%	8	%	4	%	6	%
Total Reported Net Sales Growth	(1)	%	6	%	22	%	24	%	8	%

Net sales for the first six months of 2021 increased by 7% to $639.2 million compared to $598.5 million in the first six months of 2020. Changes in currency rates positively impacted net sales by 6%. Therefore, core sales for the first six months of 2021 increased by 1% compared to the first six months of 2020. Similar to the second quarter discussion above, core sales of our products to the injectables and active material science solutions markets increased 14% and 12%, respectively, due to strong demand for our vaccine components and active material science solutions. Core sales to the prescription drug and consumer health care markets decreased 8% and 1%, respectively, as fewer non-critical doctor visits and lower incidence of cold and flu illnesses this season led to customers destocking inventory.


Six Months Ended June 30, 2021 Net Sales Change over Prior Year	Prescription Drug		Consumer Health Care		Injectables		Active Material Science Solutions		Total
Core Sales Growth	(8)	%	(1)	%	14	%	12	%	1	%

Currency Effects (1)	6	%	7	%	7	%	4	%	6	%
Total Reported Net Sales Growth	(2)	%	6	%	21	%	16	%	7	%

(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 2021 increased 2% to $106.0 million compared to $104.1 million reported in the same period of the prior year. We reported strong product growth in our injectables and active material science solutions markets and benefited from higher tooling sales. We were also able to offset lower product sales in our higher margin prescription and consumer healthcare markets with cost savings initiatives and the translation of our foreign entity results to the U.S. dollar. However, the shift in the mix of sales between our markets led to a lower Adjusted EBITDA margin as a percentage of sales.

Adjusted EBITDA in the first six months of 2021 increased slightly to $214.5 million compared to $212.4 million reported in the same period of the prior year. As discussed above, growth in our injectables and active material science solutions markets, along with higher tooling and favorable translation of our foreign entity results to the U.S. dollar were partially offset by lower product sales in our prescription and consumer healthcare markets. This shift in the mix of sales between our markets led to a lower Adjusted EBITDA margin as a percentage of sales.

BEAUTY + HOME SEGMENT

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020

Net Sales	$	360,246		$	299,786		$	707,192		$	624,346
Adjusted EBITDA (1)	37,910			23,974			73,266			58,221
Adjusted EBITDA margin (1)	10.5		%	8.0		%	10.4		%	9.3		%

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related ~~costs.~~costs, net investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures".

Reported net sales for the quarter ended ~~September~~June 30, ~~2020~~2021 increased 3%20% to ~~$337.2~~$360.2 million compared to ~~$328.2~~$299.8 million in the ~~third~~second quarter of the prior year. Changes in currency rates positively impacted net sales by ~~1% while our acquisition of Fusion contributed an additional~~ 7% ~~to the top line growth~~ in the ~~third~~second quarter of ~~2020.~~2021. Therefore, core sales ~~decreased 5%~~increased 13% in the ~~third~~second quarter of ~~2020~~2021 compared to the same quarter of the prior ~~year. The~~year, which was the height of the COVID-19 ~~pandemic continued to negatively impact core sales to the beauty market during the third quarter~~pandemic. Approximately 75% of ~~2020 due to significant reduction in domestic and international travel leading to a reduction in duty free sales.~~this growth came from increased volumes. Core sales of our products to the beauty market ~~decreased 21%~~increased 28% as we ~~continued~~started to ~~experience a significant reduction in orders from customers providing both~~see higher consumer demand for products with our fragrance and ~~skin care products, mainly in the travel retail and standard retail settings.~~facial skincare solutions. Personal care core sales ~~increased 12% on increased~~decreased 1% as higher sales ~~of our products~~ to ~~our personal cleansing customers, mainly for hand sanitizers and liquid soaps which more than compensated for continued softness in our deodorant,~~the hair care and sun care ~~applications~~markets were offset by declines in personal cleansing, as ~~consumers continued~~hand sanitizer demand began to ~~shelter in place.~~normalize. Core sales to the home care markets increased 6%26% on strong demand for ~~our household cleaner~~a variety of applications. Price adjustments related to the passing through of higher resin and ~~disinfectant products.~~other input costs, and increased tooling sales, also contributed to the top line in the quarter.

Third Quarter 2020
Net Sales Change over Prior Year Personal
Care Beauty Home
Care Total
Core Sales Growth 12 % (21) % 6 % (5) %
Acquisitions — % 14 % — % 7 %
Currency Effects (1) — % 1 % 1 % 1 %
Total Reported Net Sales Growth 12 % (6) % 7 % 3 %

Table of Contents


Second Quarter 2021 Net Sales Change over Prior Year	Personal Care		Beauty		Home Care		Total
Core Sales Growth	(1)	%	28	%	26	%	13	%

Currency Effects (1)	5	%	9	%	6	%	7	%
Total Reported Net Sales Growth	4	%	37	%	32	%	20	%

For the first ~~nine~~six months of ~~2020,~~2021, net sales ~~decreased 7%~~increased 13% to ~~$0.96 billion~~$707.2 million compared to ~~$1.04 billion~~$624.3 million in the first ~~nine~~six months of the prior year. Changes in currency rates ~~negatively~~positively impacted net sales by 2%5% while our acquisition of Fusion ~~positively impacted~~improved sales by 4%3% in the first ~~nine~~six months of ~~2020.~~2021. Therefore, core sales ~~decreased~~increased by 9%5% in the first ~~nine~~six months of ~~2020~~2021 compared to the same period in the prior year. ~~The~~Lower sales of our beauty products in the first quarter of 2021 due to the COVID-19 pandemic ~~also impacted~~flipped during the ~~first nine months~~second quarter of ~~2020~~2021 as wecertain economies in the U.S. and Europe began to ~~see the effects in our first quarter results.~~open. Core sales of our products to the beauty market ~~decreased 22% across all applications, but mainly on lower sales~~increased 7% during the first six months of ~~prestige~~2021 as we experienced an increase in demand for both fragrance ~~products to our customers. Compared to the same period in the prior year, personal~~and skin care products. Personal care core sales increased ~~6%, driven by increases in~~1% as demand for our hand ~~sanitation product~~sanitizer dispensing solutions began to normalize. Core sales ~~while~~to the home care ~~core sales decreased 2% mainly~~markets increased 19% on ~~lower sales to~~strong demand for our ~~laundry~~air care, ~~customers.~~dish care and automotive products.

~~Table of Contents~~


Nine Months Ended September 30, 2020 Net Sales Change over Prior Year		Personal Care		Beauty		Home Care		Total
Six Months Ended June 30, 2021 Net Sales Change over Prior Year										Six Months Ended June 30, 2021 Net Sales Change over Prior Year	Personal Care		Beauty		Home Care		Total
Core Sales Growth	Core Sales Growth	6	%	(22)	%	(2)	%	(9)	%	Core Sales Growth	1	%	7	%	19	%	5	%
Acquisitions	Acquisitions	—	%	7	%	—	%	4	%	Acquisitions	—	%	6	%	—	%	3	%
Currency Effects (1)	Currency Effects (1)	(2)	%	(2)	%	(1)	%	(2)	%	Currency Effects (1)	4	%	7	%	5	%	5	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	4	%	(17)	%	(3)	%	(7)	%	Total Reported Net Sales Growth	5	%	20	%	24	%	13	%

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

Adjusted EBITDA in the ~~third~~second quarter of ~~2020 decreased 16%~~2021 increased 58% to ~~$34.7~~$37.9 million compared to ~~$41.5~~$24.0 million in the same period in the prior year. As discussed above, increases in product and tooling sales volumes drove the ~~COVID-19 pandemic affected~~majority of our ~~profitability due~~Adjusted EBITDA growth in the second quarter of 2021. However, inflationary increases negatively impacted our current period results as operational improvements and price pass throughs were not enough to overall lower sales volumes. Our profitability was further impacted by lower overhead absorption due to fluctuations in demand primarily in our facilities that manufacture beauty products. We also incurred $1.8 millionoffset the full effect of ~~fair value adjustments related to our contingent consideration arrangement for the Fusion Acquisition.~~rising material and labor costs.

Adjusted EBITDA in the first ~~nine~~six months of ~~2020 decreased 35%~~2021 increased 26% to ~~$93.0~~$73.3 million compared to ~~$143.4~~$58.2 million reported in the same period in the prior year. ~~As discussed~~Similar to the second quarter discussion above, ~~our profitability~~product and tooling sales growth drove the majority of the Adjusted EBITDA improvement in the first six months of 2021 while price adjustments and productivity gains were not able to completely offset the impact of inflation. We also reported incremental profit during the first nine months of 2020 was significantly impacted by the COVID-19 pandemic, mainly in our beauty applications. Our profitability was further impacted by special employee bonus payments to certain employees who worked to maintain supply to our customers and keep our facilities running as well as lower overhead absorption as we continue to manage demand fluctuations in our facilities. We also incurred $3.0 million of fair value adjustments related to our contingent consideration arrangement for the Fusion Acquisition.

~~PHARMA SEGMENT~~

~~Operations that sell drug delivery, 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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net Sales $ 315,758 $ 269,251 $ 914,213 $ 823,891
Adjusted EBITDA (1) 112,436 95,899 324,877 294,684
Adjusted EBITDA margin (1) 35.6 % 35.6 % 35.5 % 35.8 %

~~(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization,unallocated corporate expenses,restructuring initiatives and acquisition-related costs. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures".~~

~~Net sales for the Pharma segment increased 17% in the third~~ quarter of ~~2020 to $315.8 million compared to $269.3 million in~~2021 as our Fusion acquisition was effective at the third quarter of 2019. Changes in currencies positively affected net sales by 4% while our acquisition of Noble positively impacted sales by 2% in the third quarter of 2020. Therefore, core sales increased by 11% in the third quarter of 2020 compared to the third quarter of 2019. Core sales increased in each end market with the exceptionbeginning of the prescription drug market where higher sales of drug delivery devices were offset by lower custom tooling sales. Core sales to the consumer health care market increased 6% on strong demand for our products used on nasal saline and nasal decongestant treatments. Injectables core sales increased 27% on higher demand for primary components used with injected medicines such as existing seasonal flu vaccines and other treatments, as well as some initial orders in anticipation of coming COVID-19 vaccines. Active packaging core sales increased 56% mainly due to two large tooling projects during the quarter. We also reported strong sales growth in our ActivVial and ActivFilm used with probiotic and oral solid dose products.

Third Quarter 2020
Net Sales Change over Prior Year Prescription
Drug Consumer
Health Care
Injectables Active
Packaging
Total
Core Sales Growth — % 6 % 27 % 56 % 11 %
Acquisitions — % — % 14 % — % 2 %
Currency Effects (1) 3 % 5 % 6 % 3 % 4 %
Total Reported Net Sales Growth 3 % 11 % 47 % 59 % 17 %

~~Table of Contents~~

Net sales for the first nine months of 2020 increased by 11% to $914.2 million compared to $823.9 million in the first nine months of 2019. While there was no impact from changes in currencies, our acquisitions of Noble, Nanopharm and Gateway positively impacted sales by 3% in the first nine months ofsecond quarter 2020. Therefore, core sales increased by 8% in the first nine months of 2020 compared to the same period in the prior year. The core sales decrease of 1% in the prescription drug market was driven by difficult prior year comparisons on tooling and central nervous system application sales. During 2019, we also benefited 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 6% on strong demand for our products used on nasal decongestant, cough and cold and dermal drug delivery treatments. Core sales of our products to the injectables and active packaging markets increased 25% and 34% respectively due to strong sales across all applications and tooling as discussed above.

Nine Months Ended September 30, 2020
Net Sales Change over Prior Year Prescription
Drug Consumer
Health Care
Injectables Active
Packaging
Total
Core Sales Growth (1) % 6 % 25 % 34 % 8 %
Acquisitions — % — % 16 % — % 3 %
Currency Effects (1) — % 1 % — % — % — %
Total Reported Net Sales Growth (1) % 7 % 41 % 34 % 11 %

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

Adjusted EBITDA in the third quarter of 2020 increased 17% to $112.4 million compared to $95.9 million reported in the same period of the prior year. As discussed above, we reported strong product growth across most markets and benefited from higher tooling sales within our active packaging market. These core sales improvements, along with strong performance resulting from the Noble Acquisition led to the increase in reported results for the third quarter of 2020 compared to the third quarter of 2019. These improvements were slightly offset by $0.9 million higher stock-based compensation expense and $1.3 million of fair value adjustments related to our contingent consideration arrangement for the Noble Acquisition.

Adjusted EBITDA in the first nine months of 2020 increased 10% to $324.9 million compared to $294.7 million reported in the same period of the prior year. Increased sales in three of our divisions, along with incremental profit related to our acquisitions was able to compensate for $2.6 million of additional stock-based compensation expense and $1.3 million of fair value adjustments related to our contingent consideration arrangement for the Noble Acquisition. While the Pharma segment did not experience a significant sales impact from COVID-19, our margins were negatively impacted by lower sales of our high-margin prescription applications compared to our other product offerings. We also made special bonus payments to certain employees who worked to maintain supply to our customers and keep our facilities running.

FOOD + BEVERAGE SEGMENT

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


		Three Months Ended September 30,						Nine Months Ended September 30,
		2020			2019			2020			2019
															Three Months Ended June 30,						Six Months Ended June 30,
															2021			2020			2021			2020

Net Sales	Net Sales	$	106,164		$	103,845		$	304,221		$	326,587		Net Sales	$	125,443		$	98,260		$	241,419		$	198,057
Adjusted EBITDA (1)	Adjusted EBITDA (1)	20,351			18,728			53,543			56,363			Adjusted EBITDA (1)	19,626			17,785			39,616			33,192
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	19.2		%	18.0		%	17.6		%	17.3		%	Adjusted EBITDA margin (1)	15.6		%	18.1		%	16.4		%	16.8		%

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, net investment gains and ~~acquisition-related costs.~~losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures".

~~Core~~Reported sales for the quarter ended ~~September~~June 30, ~~2020~~2021 increased approximately 2%28% to ~~$106.2~~$125.4 million compared to ~~$103.8~~$98.3 million in the ~~third~~second quarter of the prior year. ~~There were no acquisitions or changes~~Changes in ~~foreign~~ currency rates ~~during~~positively impacted net sales by 5%. Therefore, core sales for the ~~third~~second quarter of ~~2020~~2021 increased 23% compared to the ~~third~~same quarter of ~~2019. Core~~the prior year. Approximately 60% of the core sales ~~growth was negatively impacted by $3.5 million from~~increase is due to passing through ~~lower~~higher resin ~~costs~~and other input cost as we experienced high inflationary cost increases during the second quarter of 2021. However even without these price increases, we still reported strong growth in both our food and beverage markets. Volumes rose on increased demand for specialty food dispensing closures as consumers continued to ~~our customers. The changes~~cook at home, and we realized some recovery from low beverage demand in the second quarter of the prior year.

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Second Quarter 2021 Net Sales Change over Prior Year	Food		Beverage		Total
Core Sales Growth	21	%	26	%	23	%

Currency Effects (1)	4	%	8	%	5	%
Total Reported Net Sales Growth	25	%	34	%	28	%

Net sales for the first six months of 2021 increased by 22% to $241.4 million compared to $198.1 million in the first six months of 2020. Changes in currency rates positively impacted net sales by 4%. Therefore, core sales increased by ~~market show distinctly different results, but both are being~~18% in the first six months of 2021 compared to the same period in the prior year. As discussed above, strong product sales and the pass-through of higher material costs positively impacted by the ~~COVID-19 pandemic.~~first six months of 2021. Core sales to the food market increased ~~15% due~~20% while core sales to the beverage market increased ~~demand across several applications for pantry staples~~13% in the first six months of 2021 compared to the same period of the prior year. For the food markets, we realized strong growth as consumers continued to cook at home during the COVID-19 pandemic. ~~However, core sales to the~~The beverage market ~~decreased 22%~~also reported strong growth as sales of our ~~single-serve~~premium bottled water and on-the-go functional drink products ~~continue~~began to ~~be negatively impacted as consumers demand less on-the-go beverages during~~recover from the COVID-19 ~~pandemic.~~pandemic low levels last year.

~~Table of Contents~~

Third Quarter 2020
Net Sales Change over Prior Year Food Beverage Total
Core Sales Growth 15 % (22) % 2 %
Acquisitions — % — % — %
Currency Effects (1) — % (1) % — %
Total Reported Net Sales Growth 15 % (23) % 2 %

Net sales for the first nine months of 2020 decreased by 7% to $304.2 million compared to $326.6 million in the first nine months of 2019. Changes in currency rates negatively impacted net sales by 2%. Therefore, core sales decreased by 5% in the first nine months of 2020 compared to the same period in the prior year. The pass-through of lower resin costs and lower tooling sales negatively impacted the first nine months of 2020 by $12.2 million and $6.4 million, respectively. Core sales to the food market increased 4% while core sales to the beverage market decreased 25% in the first nine months of 2020 compared to the same period of the prior year. Sales to the food market increased due to strong sales of our products to our spreads, cooking oils and granular/powder customers. These increases were offset by lower tooling sales versus the prior year period. As discussed above, core sales to the beverage market decreased as sales of our single-serve bottled water and on-the-go functional drink products as well as tooling sales were all significantly affected by the COVID-19 pandemic.


Nine Months Ended September 30, 2020 Net Sales Change over Prior Year		Food		Beverage		Total
Six Months Ended June 30, 2021 Net Sales Change over Prior Year								Six Months Ended June 30, 2021 Net Sales Change over Prior Year	Food		Beverage		Total
Core Sales Growth	Core Sales Growth	4	%	(25)	%	(5)	%	Core Sales Growth	20	%	13	%	18	%
Acquisitions		—	%	—	%	—	%

Currency Effects (1)	Currency Effects (1)	(1)	%	(2)	%	(2)	%	Currency Effects (1)	3	%	5	%	4	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	3	%	(27)	%	(7)	%	Total Reported Net Sales Growth	23	%	18	%	22	%

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

Adjusted EBITDA in the ~~third~~second quarter of ~~2020~~2021 increased 9%10% to ~~$20.4~~$19.6 million compared to $18.7 million reported in the same period of the prior year. Higher product sales to the food markets discussed above, along with the benefits we received from our cost containment activities and other operational improvements realized during the third quarter of 2020 more than compensated for lower tooling sales and other negative COVID-19 impacts, mainly on our beverage market applications.

~~Adjusted EBITDA in the first nine months of 2020 decreased 5% to $53.5 million compared to $56.4~~$17.8 million reported in the same period of the prior year. The ~~COVID-19 impact on~~higher product sales discussed above more than compensated for increasing input costs and higher incentive compensation costs as our 2021 operating results are significantly better than 2020. During the second quarter of 2021, we also incurred inflationary cost increases, including resin costs. While we maintain our normal pass-through of resin prices to offset these increases, there is no margin on resin pass-through costs which negatively impacts our Adjusted EBITDA margin.

Adjusted EBITDA in the first six months of 2021 increased 19% to $39.6 million compared to $33.2 million reported in the same period of the prior year. Strong product sales along with ~~lower tooling and special bonus payments to certain employees who worked to maintain supply to~~a favorable impact of the timing of our ~~customers and keep~~resin pass-through drove a large part of our ~~facilities running, more than offset the benefits we received from cost containment activities and other operational improvements realized~~Adjusted EBITDA growth during the first ~~nine~~six months of ~~2020.~~

2021.

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 toof the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net investment gains and ~~acquisition-related costs)~~losses related to observable market price changes on equity securities and other special items) primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our reporting segments. For the quarter ended ~~September~~June 30, ~~2020,~~2021, Corporate & Other expenses increased to ~~$11.0~~$16.0 million from ~~$9.9~~$9.3 million in the ~~third~~second quarter of ~~2019. Of the $1.1 million~~2020. The majority of this increase ~~$0.4 million is due~~relates to ~~changes in foreign currencies. The remaining increase is due to slightly~~ higher ~~variable~~incentive compensation costs ~~which are tied~~as our operating results have improved significantly during the second quarter of 2021 compared to ~~company performance~~the second quarter of 2020. We also reported higher expense on the translation of our foreign entity results to the U.S. dollar and ~~other personnel costs as we continue to implement our growth strategy partially offset by lower travel and entertainment costs due to travel restrictions in place during 2020 .~~higher professional fees.

Corporate & Other expenses in the first ~~nine~~six months of ~~2020~~2021 increased to ~~$34.1~~$27.6 million compared to ~~$33.3~~$23.1 million reported in the same period of the prior year. ~~Of the $0.8 million increase, $0.3 million is due to changes in foreign currencies.~~ As discussed above, ~~the remaining~~this increase is mainly due to higher ~~variable~~incentive compensation costs, professional fees and ~~other personnel costs partially~~the translation of our foreign entity results, which more than offset bysavings realized from lower travel and entertainment ~~costs.~~spending.

3938

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NON-U.S. GAAP MEASURES

In addition to the information presented herein that conforms to accounting principles generally accepted in the United States of America ("U.S. ~~GAAP,~~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 earnings before net interest and taxes (“EBIT”) and earnings before net interest, taxes, depreciation and amortization (“EBITDA”). We also present our 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 related to acquisitions and ~~investments.~~investments and net investment gains and losses related to observable market price changes on equity securities. Our ~~“Outlook” discussion below~~Outlook is 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 tax and exchange rates, or reliably predicted because they are not part of our routine activities, such as restructuring initiatives and acquisition-related costs.

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 and equivalents and short-term investments while “Net Capital” is calculated as stockholders’ 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, ~~and~~cash equivalents and short-term investments when evaluating our leverage. If needed, such assets could be used to reduce our gross debt position.

Finally, we provide a reconciliation of free cash flow as a non-U.S. GAAP measure. Free cash flow is calculated as cash provided by ~~operations~~operating activities less capital expenditures. We use free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. We believe that it is meaningful to investors in evaluating our financial performance and measuring our ability to generate cash internally to fund our initiatives.

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	Three Months Ended
	June 30, 2021

	Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	$	811,032		$	325,343		$	360,246		$	125,443		$	—	$	—

Reported net income	$	55,274
Reported income taxes	19,020
Reported income before income taxes	74,294			81,806			12,122			9,691			(22,774)		(6,551)
Adjustments:
Restructuring initiatives	4,876			38			1,457			117			3,264
Net investment loss	1,611												1,611
Transaction costs related to acquisitions	2,434			2,434			—			—			—

Adjusted earnings before income taxes	83,215			84,278			13,579			9,808			(17,899)		(6,551)
Interest expense	7,175														7,175
Interest income	(624)														(624)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	89,766			84,278			13,579			9,808			(17,899)		—
Depreciation and amortization	57,790			21,701			24,331			9,818			1,940

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	147,556		$	105,979		$	37,910		$	19,626		$	(15,959)	$	—

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	18.2		%	32.6		%	10.5		%	15.6		%

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		Three Months Ended
		September 30, 2020

		Consolidated			Beauty + Home			Pharma			Food + Beverage			Corporate & Other		Net Interest
																			Three Months Ended
																			June 30, 2020

																			Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	Net Sales	$	759,153		$	337,231		$	315,758		$	106,164		$	—	$	—	Net Sales	$	699,305		$	301,259		$	299,786		$	98,260		$	—	$	—


Reported net income	Reported net income	$	63,735															Reported net income	$	41,860
Reported income taxes	Reported income taxes	25,404																Reported income taxes	18,808
Reported income before income taxes	Reported income before income taxes	89,139			7,944			92,202			10,884			(13,289)		(8,602)		Reported income before income taxes	60,668			85,467			(12,755)			8,519			(12,004)		(8,559)
Adjustments:	Adjustments:																	Adjustments:
Restructuring initiatives	Restructuring initiatives	3,415			3,144			300			(31)			2				Restructuring initiatives	7,331			(111)			7,324			75			43

Transaction costs related to acquisitions	Transaction costs related to acquisitions	221			11			210										Transaction costs related to acquisitions	3,207			—			3,207			—			—

Purchase accounting adjustments related to acquisitions and investments																		Purchase accounting adjustments related to acquisitions and investments	3,252			293			2,959			—			—
Adjusted earnings before income taxes	Adjusted earnings before income taxes	92,775			11,099			92,712			10,853			(13,287)		(8,602)		Adjusted earnings before income taxes	74,458			85,649			735			8,594			(11,961)		(8,559)
Interest expense	Interest expense	8,851														8,851		Interest expense	8,734														8,734
Interest income	Interest income	(249)														(249)		Interest income	(175)														(175)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	Adjusted earnings before net interest and taxes (Adjusted EBIT)	101,377			11,099			92,712			10,853			(13,287)		—		Adjusted earnings before net interest and taxes (Adjusted EBIT)	83,017			85,649			735			8,594			(11,961)		—
Depreciation and amortization	Depreciation and amortization	55,179			23,634			19,724			9,498			2,323				Depreciation and amortization	56,429			18,617			25,939			9,191			2,682
Purchase accounting adjustments included in Depreciation and amortization above																		Purchase accounting adjustments included in Depreciation and amortization above	(2,867)			(167)			(2,700)			—			—
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)																		Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	136,579		$	104,099		$	23,974		$	17,785		$	(9,279)	$	—

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)		$	156,556		$	34,733		$	112,436		$	20,351		$	(10,964)	$	—

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	20.6		%	10.3		%	35.6		%	19.2		%					Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	19.5		%	34.6		%	8.0		%	18.1		%

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Three Months Ended
September 30, 2019

Consolidated Beauty + Home Pharma Food + Beverage Corporate & Other Net Interest
Net Sales $ 701,278 $ 328,182 $ 269,251 $ 103,845 $ — $ —

Reported net income $ 56,769
Reported income taxes 25,504
Reported income before income taxes 82,273 15,413 78,418 9,323 (12,940) (7,941)
Adjustments:
Restructuring initiatives 6,019 5,341 168 204 306
Transaction costs related to acquisitions 708 34 520 154
Purchase accounting adjustments related to acquisitions and investments 647 647
Adjusted earnings before income taxes 89,647 20,788 79,753 9,681 (12,634) (7,941)
Interest expense 8,898 8,898
Interest income (957) (957)
Adjusted earnings before net interest and taxes (Adjusted EBIT) 97,588 20,788 79,753 9,681 (12,634) —
Depreciation and amortization 49,218 20,687 16,793 9,047 2,691
Purchase accounting adjustments included in Depreciation and amortization above (647) (647) —
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) $ 146,159 $ 41,475 $ 95,899 $ 18,728 $ (9,943) $ —

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) 20.8 % 12.6 % 35.6 % 18.0 %


	Six Months Ended
	June 30, 2021

	Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	$	1,587,786		$	639,175		$	707,192		$	241,419		$	—	$	—

Reported net income	$	139,213
Reported income taxes	35,969
Reported income before income taxes	175,182			169,476			21,810			19,701			(22,220)		(13,585)
Adjustments:
Restructuring initiatives	8,548			73			2,553			38			5,884
Net investment gain	(15,198)												(15,198)
Transaction costs related to acquisitions	2,434			2,434			—			—			—

Adjusted earnings before income taxes	170,966			171,983			24,363			19,739			(31,534)		(13,585)
Interest expense	14,590														14,590
Interest income	(1,005)														(1,005)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	184,551			171,983			24,363			19,739			(31,534)		—
Depreciation and amortization	115,228			42,480			48,903			19,877			3,968

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	299,779		$	214,463		$	73,266		$	39,616		$	(27,566)	$	—

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	18.9		%	33.6		%	10.4		%	16.4		%

Table of Contents


		Nine Months Ended
		September 30, 2020

		Consolidated			Beauty + Home			Pharma			Food + Beverage			Corporate & Other		Net Interest
																			Six Months Ended
																			June 30, 2020

																			Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	Net Sales	$	2,180,011		$	961,577		$	914,213		$	304,221		$	—	$	—	Net Sales	$	1,420,858		$	598,455		$	624,346		$	198,057		$	—	$	—


Reported net income	Reported net income	$	160,845															Reported net income	$	97,110
Reported income taxes	Reported income taxes	66,998																Reported income taxes	41,594
Reported income before income taxes	Reported income before income taxes	227,843			2,297			267,523			25,365			(41,968)		(25,374)		Reported income before income taxes	138,704			175,321			(5,647)			14,481			(28,679)		(16,772)
Adjustments:	Adjustments:																	Adjustments:
Restructuring initiatives	Restructuring initiatives	15,585			15,375			158			147			(95)				Restructuring initiatives	12,170			(142)			12,231			178			(97)

Transaction costs related to acquisitions	Transaction costs related to acquisitions	4,812			4,602			210										Transaction costs related to acquisitions	4,591			—			4,591			—			—
Purchase accounting adjustments related to acquisitions and investments	Purchase accounting adjustments related to acquisitions and investments	4,642			3,221			1,421										Purchase accounting adjustments related to acquisitions and investments	4,642			1,421			3,221			—			—
Adjusted earnings before income taxes	Adjusted earnings before income taxes	252,882			25,495			269,312			25,512			(42,063)		(25,374)		Adjusted earnings before income taxes	160,107			176,600			14,396			14,659			(28,776)		(16,772)
Interest expense	Interest expense	25,973														25,973		Interest expense	17,122														17,122
Interest income	Interest income	(599)														(599)		Interest income	(350)														(350)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	Adjusted earnings before net interest and taxes (Adjusted EBIT)	278,256			25,495			269,312			25,512			(42,063)		—		Adjusted earnings before net interest and taxes (Adjusted EBIT)	176,879			176,600			14,396			14,659			(28,776)		—
Depreciation and amortization	Depreciation and amortization	162,414			70,159			56,232			28,031			7,992				Depreciation and amortization	107,235			36,508			46,525			18,533			5,669
Purchase accounting adjustments included in Depreciation and amortization above	Purchase accounting adjustments included in Depreciation and amortization above	(3,367)			(2,700)			(667)										Purchase accounting adjustments included in Depreciation and amortization above	(3,367)			(667)			(2,700)			—			—
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	437,303		$	92,954		$	324,877		$	53,543		$	(34,071)	$	—	Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	280,747		$	212,441		$	58,221		$	33,192		$	(23,107)	$	—


Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	20.1		%	9.7		%	35.5		%	17.6		%					Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	19.8		%	35.5		%	9.3		%	16.8		%

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Nine Months Ended
September 30, 2019

Consolidated Beauty + Home Pharma Food + Beverage Corporate & Other Net Interest
Net Sales $ 2,188,399 $ 1,037,921 $ 823,891 $ 326,587 $ — $ —

Reported net income $ 193,689
Reported income taxes 80,684
Reported income before income taxes 274,373 66,407 244,101 29,234 (42,239) (23,130)
Adjustments:
Restructuring initiatives 17,286 14,869 381 826 1,210
Transaction costs related to acquisitions 1,767 34 1,579 154
Purchase accounting adjustments related to acquisitions and investments 869 869
Adjusted earnings before income taxes 294,295 81,310 246,930 30,214 (41,029) (23,130)
Interest expense 26,868 26,868
Interest income (3,738) (3,738)
Adjusted earnings before net interest and taxes (Adjusted EBIT) 317,425 81,310 246,930 30,214 (41,029) —
Depreciation and amortization 144,574 62,101 48,623 26,149 7,701
Purchase accounting adjustments included in Depreciation and amortization above (869) (869)
Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) $ 461,130 $ 143,411 $ 294,684 $ 56,363 $ (33,328) $ —

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) 21.1 % 13.8 % 35.8 % 17.3 %


Net Debt to Net Capital Reconciliation	June 30,			December 31,
	2021			2020

Notes payable, revolving credit facility and overdrafts	$	2,965		$	52,200
Current maturities of long-term obligations, net of unamortized debt issuance costs	67,243			65,666
Long-Term Obligations, net of unamortized debt issuance costs	1,048,928			1,054,998
Total Debt	1,119,136			1,172,864
Less:
Cash and equivalents	291,495			300,137
Short-term investments	—			243
Net Debt	$	827,641		$	872,484

Total Stockholders' Equity	$	1,986,663		$	1,850,785
Net Debt	827,641			872,484
Net Capital	$	2,814,304		$	2,723,269

Net Debt to Net Capital	29.4		%	32.0		%

Net Debt to Net Capital Reconciliation September 30, December 31,
2020 2019

Notes payable, revolving credit facility and overdrafts $ 95,200 $ 44,259
Current maturities of long-term obligations, net of unamortized debt issuance costs 66,056 65,988
Long-Term Obligations, net of unamortized debt issuance costs 1,039,935 1,085,453
Total Debt 1,201,191 1,195,700
Less:
Cash and equivalents 226,546 241,970
Net Debt $ 974,645 $ 953,730

Total Stockholders' Equity $ 1,759,955 $ 1,572,252
Net Debt 974,645 953,730
Net Capital $ 2,734,600 $ 2,525,982

Net Debt to Net Capital 35.6 % 37.8 %


Free Cash Flow Reconciliation	June 30,		June 30,
	2021		2020

Net Cash Provided by Operations	$	175,581	$	227,686

Less:
Capital Expenditures	137,039		122,986
Free Cash Flow	$	38,542	$	104,700

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Free Cash Flow Reconciliation September 30, September 30,
2020 2019

Net Cash Provided by Operations $ 381,427 $ 380,381

Less:
Capital Expenditures 173,365 186,841
Free Cash Flow $ 208,062 $ 193,540

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~~weakening U.S. dollar relative to foreign currencies has ~~a dilutive~~an additive translation effect on our financial statements. Conversely, a ~~weakening~~strengthening U.S. dollar has ~~an additive~~a dilutive 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. ChangesAny changes in exchange rates on such inter-country sales could materially impact our results of operations. During the ~~third~~second quarter of ~~2020,~~2021, the U.S. dollar weakened compared to the major European currencies, ~~while it appreciated against~~Chinese yuan, and most Latin America ~~and Asian~~ currencies. This resulted in an additive impact on our translated results during the ~~third~~second quarter of ~~2020~~2021 when compared to the ~~third~~second quarter of ~~2019.~~2020.

Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian ~~subsidiaries~~subsidiary pursuant to U.S. GAAP. We have changed the functional currency from the Argentinian peso to the U.S. dollar. We remeasure our peso denominated assets and liabilities using the official rate. In September 2019, the President of Argentina reinstituted exchange controls restricting foreign currency purchases in an attempt to stabilize Argentina’s financial markets. As a result of these currency controls, a legal mechanism known as the Blue Chip Swap emerged in Argentina for reporting entities to transfer U.S. dollars. The Blue Chip Swap rate has diverged significantly from Argentina’s “official rate” due to the economic environment. During the second quarter of 2020, we transferred U.S. dollars into Argentina through the Blue Chip Swap method and we recognized a gain of $1.0 million. This gain helped to offset foreign currency losses due to our Argentinian peso exposure and devaluation against the U.S. dollar. ~~For~~As of and for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, our Argentinian operations contributed less than 2.0% of consolidated net assets and revenues.

QUARTERLY TRENDS

Our results of operations in the last quarter of the year typically are negatively impacted by customer plant shutdowns in December. ~~In addition to~~Several of the ~~significant~~markets we serve are impacted by the seasonality of underlying consumer products. This, in turn, may have an impact ~~of COVID-19~~ on our ~~business, our~~net sales and results of operations for those markets. However, we believe the diversification of our product portfolio minimizes fluctuations in aour overall quarterly ~~period could be impacted by factors such as the~~financial statements and results in immaterial seasonality impact on our Condensed Consolidated Financial Statements when viewed quarter over quarter.

Table 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.Contents

LIQUIDITY AND CAPITAL RESOURCES

Given ~~the diversification~~our current low level of leverage relative to others in our ~~segments,~~industry and our ability to generate strong levels of cash flow from operations, 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, proceeds from stock options 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. ~~Amid~~Due to uncertainty amid the COVID-19 pandemic, ~~we are focused on preserving our liquidity and therefore we have temporarily suspended repurchasing shares~~particularly in light of ~~our common stock and discretionary contributions to our defined benefit plans. However, we intend to continue to pay quarterly dividends to our stockholders, invest~~variant strains of the virus, in ~~our business and make acquisitions as we consider necessary to achieve our strategic objectives. In~~ the event that customer demand decreases significantly for a prolonged period of time ~~due to the COVID-19 pandemic~~ and adversely impacts our cash flows from operations, we would have the ability to restrict and significantly reduce capital expenditure levels as well as evaluate our acquisition strategy. 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 and restricted cash decreased to ~~$231.4~~$291.5 million at ~~September~~June 30, ~~2020~~2021 from ~~$247.0~~$305.0 million at December 31, ~~2019.~~2020. Total short and long-term interest bearing debt of ~~$1.2~~$1.1 billion at ~~September~~June 30, ~~2020~~2021 was ~~unchanged from~~slightly lower than the $1.2 billion at December 31, ~~2019.~~2020. The ratio of our Net Debt (interest bearing debt less cash and equivalents) to Net Capital (stockholders’ equity plus Net Debt) decreased to ~~35.6%~~29.4% at ~~September~~June 30, ~~2020~~2021 compared to ~~37.8%~~32.0% at December 31, ~~2019.~~2020. See the reconciliation under "Non-U.S. GAAP Measures".

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In the first ~~nine~~six months of ~~2020,~~2021, our operations provided approximately ~~$381.4~~$175.6 million in net cash flow compared to ~~$380.4~~$227.7 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~~decrease in cash provided by operations during the first ~~nine~~six months of ~~2020~~2021 is primarily attributable to ~~better~~an increase in working capital, ~~management~~driven by an increase in accounts receivable on higher June sales in 2021 compared to 2020 and higher inventory levels built in anticipation of increased sales in the second half of 2021 including more expensive input costs, which offset ~~lower~~higher net income.

We used ~~$377.9~~$137.1 million in cash for investing activities during the first ~~nine~~six months of ~~2020~~2021 compared to ~~$224.0~~$317.1 million during the same period a year ago. ~~During~~Our investment in capital projects increased $14.1 million during the first ~~nine~~six months of 2021 compared to the first six months of 2020. Our 2021 estimated cash outlays for capital expenditures are expected to be in the range of approximately $300 to $330 million but could vary due to changes in exchange rates as well as the timing of capital projects. Compared to 2020, ~~$162.7~~$158.1 million of the decline in cash ~~was utilized~~utilization is due to ~~fund~~ the Fusion ~~Acquisition. We~~Acquisition in 2020. Additionally, we invested ~~$32.0~~$28.8 million in our 49% equity interest of BTY and $5.0 million in our 30% equity interest of Sonmol, which are accounted for as equity method investments. Additionally, we released $1.0 million relating to the working capital escrow settlement and paid an additional $463 thousand as a working capital payment related to our acquisition of Noble. Our investment in capital projects decreased $13.5 millioninvestments during the first ~~nine~~six months of ~~2020 compared~~2020. In the second half of 2021, we anticipate using approximately $160 million of cash on hand to ~~the first nine months of 2019 due to timing of our capital expenditures. Our 2020 estimated cash outlays for capital expenditures are expected to be~~fund acquisitions disclosed in ~~the range of approximately $240 to $250 million but could vary due to changes in exchange rates as well as the timing of capital projects.~~Note 17 - Acquisitions.

Financing activities used ~~$26.7~~$45.4 million in cash during the first ~~nine~~six months of ~~2020~~2021 compared to ~~$146.2~~$91.3 million in cash ~~used~~provided by financing activities during the same period a year ago. During the first ~~nine~~six months of ~~2020,~~2021, we ~~received net proceeds from our U.S. group credit facility of $70.0 million and stock option exercises of $51.1 million. We~~ used cash on hand to ~~pay $69.4~~repay net short term revolving debt of $52.0 million and paid $48.4 million of ~~dividends, net repayments~~dividends. We received proceeds from stock option exercises of ~~$14.0~~$53.0 million. On July 20, 2021, we paid $56 million ~~related to our notes payable~~of the outstanding balance on the amended term loan.

On June 30, 2021, we entered into an amended and ~~overdrafts and $61.7 million related to our outstanding long-term debt obligations.~~

~~We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. We also maintain a~~restated multi-currency revolving credit facility ~~with~~(the "revolving credit facility") to replace the existing facility (the "prior credit facility") maturing July 2022 and to amend and restate the unsecured term loan facility extended to our wholly-owned UK subsidiary under the prior credit facility (as amended, the "amended term facility"). The revolving credit facility matures in June 2026, subject to a maximum of two ~~tranches, providing~~one-year extensions in certain circumstances, and provides for unsecured financing of up to ~~$300~~$600 million ~~that is~~ available in the U.S. and ~~up to €150 million that is available~~ to our wholly-owned UK subsidiary. The amended term facility matures in July 2022. The revolving credit facility can be drawn in various currencies including USD, EUR, GBP and CHF to the equivalent of $600 million, which may be increased by up to $300 million subject to the satisfaction of certain conditions. Each borrowing under the revolving credit facility will bear interest at rates based on LIBOR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The revolving credit facility provides mechanics relating to a transition away from LIBOR (in the case of USD) and the designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. ~~$95.0 million was utilized under our U.S. facility and~~As of June 30, 2021, no balance was utilized under ~~our euro-based~~the revolving credit facility ~~as of September 30, 2020. The $25.0~~and $112 million ~~balance at December 31, 2019~~remained outstanding under ~~our U.S. credit facility was repaid during~~ the ~~first quarter of 2020.~~amended term facility. Credit facility balances are included in notes payable, ~~including~~ revolving credit ~~facilities~~facility and overdrafts on the Condensed Consolidated Balance Sheets.

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


	Requirement	Level at ~~September~~June 30, ~~2020~~2021
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	~~1.81~~1.49 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	~~15.92~~18.93 to 1.00

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

Based upon the above consolidated leverage ratio covenant, we have the ability to borrow approximately an additional ~~$938.1 million~~$1.2 billion before the 3.50 to 1.00 maximum ratio requirement is exceeded.

In addition, in October 2020, we entered into an unsecured money market borrowing arrangement to provide short term financing of up to $30 million that is available in the U.S. No borrowing on this facility is permitted over a quarter end date. As such, no balance was utilized under this arrangement as of June 30, 2021.

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 the 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.

We facilitate a supply chain finance program ("SCF") across Europe and the U.S. that is administered by a third-party platform. Eligible suppliers can elect to receive early payment of invoices, less an interest deduction, and negotiate their receivable sales arrangements through the third-party platform on behalf of the respective SCF bank. We are not a party to those agreements, and the terms of our payment obligations are not impacted by a supplier's participation in the SCF. Accordingly, we have concluded that this program continues to be a trade payable program and is not indicative of a borrowing arrangement.

All outstanding amounts related to suppliers participating in the SCF are recorded within Accounts payable, accrued and other liabilities in our Condensed Consolidated Balance Sheets, and associated payments are included in operating activities within our Condensed Consolidated Statements of Cash Flows. As of June 30, 2021 and December 31, 2020, the amounts due to suppliers participating in the SCF and included in Accounts payable, accrued and other liabilities were approximately $24 million and $23 million, respectively.

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

To the extent our financial position allows and there is a clear financial benefit, we from time-to-time benefit from early payment discounts with some suppliers. We are also lengthening the payment terms with our suppliers to be in line with customer trends. While we have offered third party alternatives for our suppliers to receive payments sooner, we generally do not utilize these offerings from our customers as the economic conditions currently are not beneficial for us.

On ~~October 15, 2020,~~July 22, 2021, the Board of Directors declared a quarterly cash dividend of ~~$0.36~~$0.38 per share payable on ~~November 18, 2020~~August 25, 2021 to stockholders of record as of ~~October 28, 2020.~~August 4, 2021.

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.

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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 – Leases of the Notes to Condensed Consolidated Financial Statements.~~

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 have been adopted during ~~2020~~2021 are discussed in Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

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In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments to this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ~~The new standard is~~ASU 2020-04 was further amended in January 2021 by ASU 2021-01 which clarified the applicability of certain provisions. Both standards are effective upon issuance and can be adopted any time prior to December 31, 2022. ~~We do~~The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. As of June 30, 2021, we have not ~~anticipate that~~yet modified any contracts as a result of reference rate reform and are evaluating the impact this ~~new guidance will~~standard may have ~~a significant impact~~ on our ~~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 only modifies disclosure requirements, we do not expect that this guidance will have a significant impact on our consolidated financial statements.Condensed Consolidated Financial Statements.

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

OUTLOOK

Current macro-economic factors impacting our business are not expected to change dramatically from what we experienced in the second quarter. We expect several of our businesses, primarily beauty and beverage, to benefit from the ~~company to continue to achieve core growth. Rising demand~~gradual and continued reopening of economies, while the customer destocking cycle in ~~many end markets~~the prescription market is expected to continue through the third quarter. In these and other markets, we expect to have more ~~than offset COVID-19 related declines in some of our end markets. We are proud of the way our employees have responded~~favorable comparisons to the ~~difficult~~prior year second half which was severely impacted by pandemic lockdowns. Rising input costs, including raw materials and transportation, have been and are expected to remain a headwind and we ~~are performing well. We expect our Pharma business to~~will continue to ~~do well~~look to pass on these costs, as necessary. Our focus remains on continuing to generate yields across all our businesses with ~~existing business and increased opportunities directly and indirectly related~~consolidated margins expected to ~~the pandemic.~~improve.

We expect earnings per share for the ~~fourth~~third quarter of ~~2020,~~2021, excluding any restructuring expenses, ~~and~~ acquisition-related costs and changes in the fair value of equity investments, to be in the range of ~~$0.84~~$0.90 to ~~$0.92~~$0.98 and this guidance is based on an effective tax rate range of ~~27%~~28% to ~~29%~~30%.

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 Significant Developments, 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”, "are optimistic" 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:

•~~outbreaks of~~ pandemics, including the impact of COVID-19 on our global supply chain and our global customers and operations, which has elevated and may or will continue to elevate many of the risks and uncertainties discussed below;

•our ability to preserve organizational culture and maintain employee productivity in the work-from-home environment caused by the current pandemic;

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

•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;~~worldwide;

•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~~direct labor workers and ~~components (particularly from sole sourced suppliers) as well as~~ the ~~financial viability of these suppliers;~~increase in direct labor costs;

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•fluctuations in the cost of materials, components, transportation cost as a result of on-going container shortages, and other input costs (particularly resin, metal, anodization costs, ~~and transportation~~ and energy costs);

•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;

•our ability to identify potential new acquisitions and to successfully acquire and integrate such operations and products, including the successful integration of the businesses we have acquired, including contingent consideration valuation;

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

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•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��~~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.

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, ~~2019 and to Item 1A (Risk Factors) of Part II of this report for additional risk factors affecting the Company.~~2020.

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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.~~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, ~~and~~ Swiss franc ~~among~~and other Asian, European, and South American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial condition and results of operations. Conversely, a strengthening U.S. dollar 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 ~~September~~June 30, ~~2020~~2021 about our forward currency exchange contracts. The majority of the contracts expire before the end of the ~~fourth~~third quarter of ~~2020.~~2021.


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


EUR / USD	EUR / USD	$	13,585	1.1671	13,114-24,247	EUR / USD	$	18,926	1.2055	18,602 - 18,926
EUR / BRL	EUR / BRL	9,300		6.3817	9,300-10,173	EUR / BRL	10,823		6.5847	9,836 - 10,823
CZK / EUR	CZK / EUR	4,998		0.0377	3,408-5,029	CZK / EUR	4,303		0.0389	4,303 - 5,084
EUR / THB						EUR / THB	4,163		38.0078	3,520 - 4,163
EUR / INR	EUR / INR	3,864		88.6650	3,806-3,898	EUR / INR	3,836		91.3400	3,836 - 3,935
EUR/THB		3,478		37.0688	1,276-3,478
CHF / EUR						CHF / EUR	3,186		0.9137	3,186 - 6,834
EUR / MXN						EUR / MXN	1,618		24.2431	1,152 - 1,618
MXN / USD	MXN / USD	2,400		0.0432	2,400-2,610	MXN / USD	1,400		0.0490	1,100 - 1,400
CHF / EUR		2,374		0.6405	2,374-2,874
EUR/CNY		1,174		8.2267	0-3,569
EUR / MXN		1,062		26.5924	1,062-2,165
USD / EUR						USD / EUR	881		0.8296	442 - 2,818
GBP / EUR	GBP / EUR	733		1.1022	733-889	GBP / EUR	711		1.1553	616 - 1,239
USD / EUR		146		0.8494	146-8,297
EUR/CZK		69		26.6496	0-69
EUR / CHF						EUR / CHF	95		1.0924	0 - 259
Total	Total	$	43,183			Total	$	49,942

As of ~~September~~June 30, ~~2020,~~2021, we have recorded the fair value of foreign currency forward exchange contracts of ~~$0.1 million~~$30 thousand in prepaid and other and ~~$0.4~~$1.5 million in accounts payable, accrued and other liabilities on the ~~balance sheet.~~Condensed Consolidated Balance Sheets. We also entered into a EUR/USD floating-to-fixed cross currency interest rate 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 ~~$3.2~~$4.1 million reported in accounts payable, accrued and other liabilities on the ~~balance sheet.~~Condensed Consolidated Balance Sheets.

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)~~Act of 1934) as of ~~September~~June 30, ~~2020.~~2021. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal quarter ended September 30, 2020, we implemented enterprise resource planning (“ERP”) systems at one operating facility. Consequently, the control environments have been modified at this location to incorporate the controls contained within the new ERP systems. Except for the foregoing, noNo changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange ~~Act)~~Act of 1934) occurred during our fiscal quarter ended ~~September~~June 30, ~~2020~~2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Amid the COVID-19 pandemic, we have implemented remote work arrangements and restricted non-essential business travel. These arrangements have not materially affected our ability to maintain our business operations, including the operation of financial reporting systems, internal control over financial reporting and disclosure controls and procedures.

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PART II - OTHER INFORMATION

~~ITEM 1A. RISKFACTORS~~

The following risk factor is in addition to the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 under Item 1A, “Risk Factors” filed with the SEC pursuant to the Exchange Act. The effects of the events and circumstances described in the following risk factors have elevated and may or will continue to elevate many of the risks contained in the Company’s Form 10-K, including the risks relating to a deterioration in economic conditions in a particular region or market, our fixed costs structure, reliance on single sourced materials and manufacturing sites and potential asset impairments.

~~The COVID-19 pandemic continues to adversely affect our business. Additional factors could exacerbate such negative consequences and/or create materially adverse effects.~~ The COVID-19 pandemic adversely affected our sales of products to our travel and retail beauty business and on-the-go beverage customers in the nine months ended September 30, 2020 and that adverse impact may continue into the fourth quarter. Beginning in the first quarter of 2020, economic and health conditions in the United States and across most of the globe have changed rapidly. Customer demand across all segments, particularly our Beauty + Home and Food + Beverage segments, may decrease further from historical levels depending on the duration and severity of the COVID-19 pandemic and the extent of further resurgences, the length of time it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extensions of time for restrictions that have been imposed to date, and numerous other uncertainties. Such events may result in business and manufacturing disruption, inventory shortages due to disruptions to our supply chain and distribution channels, delivery delays, increased risk associated with customer payments and reduced sales and operations, any of which could materially affect our stock price, business prospects, financial condition, results of operations and liquidity.

The ability of our employees to work may be significantly impacted by COVID-19. The majority of our office and management personnel are working remotely and the majority of our facilities remained operational during the first nine months of 2020 as each of our segments produce dispensing systems that have been determined to be essential products by various government agencies around the world. The health and safety of our workforce is of primary concern and we may need to enact further precautionary measures to help minimize the risk of our employees being exposed to the virus. Further, our management team is focused on mitigating the adverse effects of the COVID-19 pandemic, which has required and will continue to require a large investment of time and resources across the entire company, thereby diverting their attention from other priorities that existed prior to the outbreak of the pandemic. If these conditions worsen, or last for an extended period of time, our ability to manage our business may be impaired, and operational risks, cybersecurity risks and other risks facing us even prior to the pandemic may be elevated.

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~~BNP Paribas Fund Services. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act. During the quarter ended ~~September~~June 30, ~~2020,~~2021, the Plan purchased ~~316~~7,490 shares of our common stock on behalf of the participants at an average price of ~~$118.66,~~$147.26, for an aggregate amount of ~~$37 thousand. The Plan~~$1.1 million, and sold ~~6,123~~no shares of our common stock on behalf of the ~~participants at an average price of $118.01, for an aggregate amount of $723 thousand during the same period.~~participants. At ~~September~~June 30, ~~2020,~~2021, the Plan owned ~~90,976~~103,242 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~~replaced 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 ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we did not repurchase any shares. As of ~~September~~June 30, ~~2020,~~2021, there was $278.5 million of authorized share repurchases available to us. Amid the COVID-19 pandemic, we ~~are~~have been focused on preserving our liquidity and therefore ~~we have~~ temporarily suspended ~~repurchasing shares~~our share repurchase plan in 2020. While we continue to assess the impact the pandemic is having on our business throughout 2021, we removed the aforementioned suspension during the first quarter of 2021 in order to preserve our ~~common stock.~~flexibility to make repurchases from time to time depending on market conditions.

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ITEM 6. EXHIBITS

Exhibit 10.1

~~Amendment No. 2~~Amended and Restated Credit Agreement, dated as of June 30, 2021, among the Company, the financial institutions party thereto as Lenders and Wells Fargo Bank, National Association, as administrative agent and swingline lender, filed as Exhibit 10.1 to the ~~Employment Agreement dated March 30, 2011, and amended February 10, 2016, of Gael Touya.~~Company's current report on Form 8-K filed July 2, 2021, is incorporated herein by reference.

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 ~~third~~second quarter of fiscal ~~2020,~~2021, filed with the SEC on ~~October~~July 30, ~~2020,~~2021, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, (iii) the Condensed Consolidated Statements of Comprehensive Income – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, (iv) the Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, (v) the Condensed Consolidated Statements of Changes in Equity – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, (vi) the Condensed Consolidated Statements of Cash Flows - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 and (vii) the Notes to Condensed Consolidated Financial Statements.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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


						AptarGroup, Inc.
						(Registrant)

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


						Date: ~~October~~July 30, ~~2020~~2021


	September 30, 2020		December 31, 2019
Notes payable 8%	$	200	$	1,436
Revolving credit facility 1.46%	95,000		25,000
Overdrafts 5.68% - 7.82%	0		17,823
	$	95,200	$	44,259


	Three Months Ended September 30, 2020				Nine Months Ended September 30, 2020
	2020		2019		2020		2019

Net Sales	$	759,153	$	719,008	$	2,187,974	$	2,244,834
Net Income Attributable to AptarGroup Inc.	63,724		57,191		160,077		196,195
Net Income per common share — basic	0.99		0.89		2.49		3.09
Net Income per common share — diluted	0.95		0.86		2.41		2.97


Net Debt to Net Capital Reconciliation	September 30,			December 31,
	2020			2019

Notes payable, revolving credit facility and overdrafts	$	95,200		$	44,259
Current maturities of long-term obligations, net of unamortized debt issuance costs	66,056			65,988
Long-Term Obligations, net of unamortized debt issuance costs	1,039,935			1,085,453
Total Debt	1,201,191			1,195,700
Less:
Cash and equivalents	226,546			241,970
Net Debt	$	974,645		$	953,730

Total Stockholders' Equity	$	1,759,955		$	1,572,252
Net Debt	974,645			953,730
Net Capital	$	2,734,600		$	2,525,982

Net Debt to Net Capital	35.6		%	37.8		%